Ben 10: Hero of Equestria
by SaurusRock625
Summary: Azmuth takes the Ultimatrix from Ben, and Gives it to Gwen. Ben is then transported to Equestria! Anthropomorphic ponies! [Ben T. x Harem]
1. Chapter 1

_**This was an idea that popped into my head, and it was bugging me so much that I just HAD to post it! So this is one where Azmuth takes the Ultimatrix and gives it to Gwen, and Ben ends up being transported to the magical world of Equestria. Please note that the characters in this story are all Anthro. Meaning they'll be half human, half pony. Here's the prologue now!**_

_**Disclaimer: I don't own Ben 10, or My Little Pony Friendship Is Magic.**_

* * *

"Normal Speech"

'_Thoughts'_

_Songs_

"**Yelling"**

**Alien Database**

* * *

_**Prologue**_

* * *

Ben Tennyson was NOT having a good day. Azmuth had shown up earlier that day, took the Ultimatrix from him, and gave it to his cousin Gwen. He hated how now that Gwen had the power of the Ultimatrix, she was being so damn arrogant about it. But before Ben left, he had swiped some DNA samples as well as a device resembling a blank Omnitrix from Azmuth's lab and left in his motorcycle that he had bought with the money he saved up from doing odd jobs. But now he was on the run from the plumbers, and Gwen was currently on his tail as one of his old aliens called Fasttrack.

'_Clearly someone up there hates my guts for some reason or another!'_ Ben thought to himself in a bitter manner.

"Just give up, Ben! Come quietly, and I'll try and get you a lighter sentence!" called Fasttrack.

But Ben wasn't about to put his trust in someone like Gwen. Unfortunately, his bike couldn't go any faster, and Fasttrack was catching up quickly. Suddenly, a rainbow colored portal opened up in front of Ben! He couldn't stop in time, and went right through it! Gwen stopped just as the portal closed. The other Plumbers that were giving chase had just pulled up, and were looking around for any sign of Ben Tennyson. However they could find nothing more than tire tracks that ended right in the middle of the road.

"Where'd he go?" asked a random Plumber.

"That's what I wanna know." said Fasttrack as she transformed back into Gwen. "I sensed no mana in that portal, so I can't track him down."

"We'll have to continue the search tomorrow." said a Plumbers kid named Pierce.

They all started to return home completely unaware of the fact that Ben was currently traveling to an entirely new dimension filled with magic and light. But let's see how Ben is doing…

* * *

_**I'll have to stop it here for now. I'd like everyone's opinion on a few things here.**_

_**What to call Ben's new device.**_

_**A new wardrobe for Ben.**_

_**DNA samples he should scan.**_

_**Also, here are the DNA samples that he swiped from Azmuth.**_

_**Panuncian**_

_**Buglizard**_

_**Vicetopus**_

_**Tyrannopede**_

_**Slamworm**_

_**Mucilator**_

_**Crabdozer**_

_**Loboan**_

_**Thep Khufan**_

_**Vladat**_

_**If you have name ideas for any of these guys, or possible powers that he could get from some of these forms, drop me a line!**_


	2. Chapter 2

_**I am so happy that my prologue got so many great reviews! And I wanna give a shout out to all of you out there who sent in alien ideas, and ideas for Ben's outfit! Now here is the pairing for this fic.**_

_**Ben x Twilight x Applejack x Rarity x Fluttershy x Pinkie Pie x Rainbow Dash x Trixie Lulamoon x Sunset Shimmer x Adagio Dazzle X Sonata Dusk x Aria Blaze x Celestia x Luna x Chrysalis x Eris(Female Discord)**_

_**And here are some DNA samples I will be using, as well as some aliens that Ben is going to get back.**_

_**A purple Dragon(From Spyro), Demon Centaur(Obtained from Tirek), Transcendent Angel, An Anodite, A Manticore, and Neo Spacian Flare Scarab**_

_**The ones he gets back include Alien X, Atomix, Waybig, and Chromastone**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

**"Yelling"**

**Alien Database**

* * *

_**Arrival in Ponyville!**_

* * *

It was a normal day in Equestria. I mean, as normal as it can get at least. You see, Equestria was once a land inhabited primarily by ponies of all types. However, that all changed when one fateful day a Unicorn wizard by the name of Starswirl the Bearded created a spell that would turn a pony anthropomorphic. The spell worked, but there were terrible consequences. Residual magic from Eris, the Goddess of Chaos and Disharmony, caused the spell to travel all across Equestria turning all sapient life forms into the same of their species, but their physical bodies became primarily human. But this wasn't the worst news. The leftover chaos magic mixing with Starswirl's own powerful magic had caused the effects of the spell to be permanent! This new gene was passed on to each new generation for fifteen hundred years.

There was some good news though. Just because they were now humanoid didn't mean they couldn't move on with life. All of the ponies had retained certain traits and abilities that stemmed from their bloodlines. The Earth Ponies kept their physical strength and speed. Unicorn Ponies kept the horns that grew out of their heads, and their ability to use magic and perform spells. The Pegasus Ponies retained their wings allowing them to fly, and their own Pegasus magic that allowed them to walk on clouds and manipulate the weather.

Now the Alicorns... They're something special. Being a combination of the three pony races, they retained features from all of these races of ponies. They had horns on their heads along with the ability to use magic like the Unicorn Tribe, wings and weather manipulation like the Pegasus Tribe, as well as super strength and speed like an Earth Pony.

And speaking of ponies, we find ourselves in the small town of Ponyville. It's a town well known for things like one of the largest apple orchards in the country, being close to the kingdom of Canterlot, and all the folks being downright friendly to everyone! There also just so happens to be a certain pink Earthian that has a tendency to break the fourth wall, and sing random songs out of nowhere, but we'll get to that later.

Right now, there appears to be a party going on in a library that seems to have been carved into a tree of all things. Just about the whole populace had decided to attend, and were having a good time. Well... Almost everyone. There was one in particular who wasn't joining in on the festivities.

It was a girl who appeared to be about fifteen years old. She had light lavender colored skin, long indigo colored hair with a streak of magenta and purple that fell to her mid back, a tail that was of the same coloration, and purple eyes. She also had a single horn growing out of her forehead showing that she was a unicorn. She was currently wearing a simple pair of light yellow pajamas, and was trying to get some shut eye. The operative word being 'trying'.

All of the noise from the party downstairs was keeping her awake, and she could get very irritable when she doesn't get her beauty rest. Her older brother knows that from personal experience.

Suddenly, the door to her room opened to reveal someone standing there with a lampshade on his head. It was a small dragon with purple scales, an arrowhead at the end of his tail, a green underbelly, and green scales that looked like spikes going from the top of his head to the end of his tail. This ironically gave him the name Spike. His eyes were also green.

"Hey Twilight, Pinkie's starting Pin the Tail on the Pony! Wanna play?" asked Spike.

The now named Twilight was not in the best of moods so she unfortunately snapped at the young dragon.

"No! All of the people in this town are CRAZY! Do they have any idea what time it is?!" snapped Twilight.

"It's the eve of the Summer Sun Celebration. Everyone has to stay up, or they'll miss the princess raising the sun." explained Spike. "You really need to loosen up, Twilight."

As Spike left the room, Twilight repeated the last thing he said in a mocking tone before scoffing.

"I thought that I'd have more time to learn about the Elements of Harmony and how to stop Nightmare Moon, but silly me! All this ridiculous friend making has kept me from it!" Twilight said to herself in a bitter manner.

Twilight looked out the window of her room in the Library to see the Mare in the Moon gazing down at Equestria. She was worried about that old legend that she had read before coming to Ponyville upon princess Celestia's request.

"Legend has it that after one thousand years, the stars will aid in Nightmare Moon's escape, and she will plunge the world into eternal night." Twilight recited to herself. "I hope the princess was right. I hope it is just an old pony tale!"

Twilight was about to go and leave for the celebration, but she noticed something streaking across the sky... And HEADING STRAIGHT FOR THE CENTER OF TOWN!

Whatever it was crash landed in the middle of town causing all of Ponyville to tremble from the impact. Worried about whatever could've been caught in that, Twilight hurried to get changed and check it out. But there were five others who were going with her to check out what it was, and they were unaware that this was not a what... But a WHO.

Twilight had just run out of the library with five other girls that appeared to be her age. They included two Earthians, two Pegasi, and a Unicorn.

The first Earthian was dressed like someone from the old west. She had orange skin, three white freckles on each side of her face, green eyes, and long blonde hair that was tied in a low ponytail. Her tail was the same way. She wore a stetson hat on her head, a pair of cowgirl boots, a blue jean skirt, and a white shirt that was dark green around the shoulder and collar area, and a set of three apples stitched on the side of her skirt.

The second Earthian had bright pink skin, and long curly hair that was dark pink with a tail that was the same as her hair, and cyan colored eyes. She wore a white tee shirt with a set of three balloons on the chest, a purple and pink skirt , and blue shoes.

The Unicorn_**(who are commonly called mages these days)**_ of the bunch had ivory white skin, sapphire blue eyes, and a single horn on her head. Her hair and tail were royal purple and done up in elegant curls. She wore a white blouse, a royal purple skirt with three diamonds on the belt around her waist, and black shoes.

After her was the first of the two Pegasi. She had cyan blue skin, maroon eyes, and her hair and tail were colored like a rainbow. However, the colors of her tail were reversed from those of the hair on her head. A pair of wings with an eight foot wingspan from tip to tip stuck out of her white shirt and open blue vest, and on the chest area of her shirt was a white cloud with a rainbow colored bolt of lightning shooting from it. She also wore a maroon colored skirt with a pair of skintight green shorts underneath, and blue sneakers.

Finally, we have a Pegasus that has the same wingspan as the first, only she seems to have a kind yet shy demeanor. Her skin was colored a rich butter yellow, and her hair and tail were long and bright pink. Her eyes were a moderate blue color, and she was wearing a pink butterfly hair clip. She was wearing a white tank top, a lime green skirt with bright pink on the sides, and pink boots that were shin high.

At the place where the falling thing had landed was now a ten foot deep crater. The group looked inside, and was shocked to see a boy about their age in it. He had brown hair that was messed up from the crash, and his clothes consisted of a black tee shirt with a neon green jacket that had a number 10 on it, a pair of blue jeans, and green sneakers. His clothes were badly torn up, but other than that he appeared to just be unconscious.

"Hurry! Help me get him into the library!" said Twilight.

The others nodded and proceeded to help the boy out of the crater, and into the library. They were all unaware of the fact that a strange watch had just clamped onto the boy's left wrist.

* * *

_**What the heck just landed out there?! Read on and find out in the next chapter! Also, here is a list of aliens that Ben will be starting out with next chapter.**_

_**Panuncian**_

_**Tyrannopede**_

_**Slamworm**_

_**Humongousaur**_

_**Buglizard**_

_**Omnivoracious**_

_**Neo Spacian Flare Scarab**_

_**Crabdozer**_

_**Psycholeopterran**_

_**Vicetopus**_

_**If anyone has any name suggestions for some of these aliens, feel free to let me know! Enjoy the new chapter, and I hope to hear some great reviews! Also, if you have any ideas for what the new Omnitrix should look like, let me know either through review, or Private Message! And to Omnipotent 18, I think I will use the Ultimate forms that you suggested for the predators and Waybig. I have some ideas for Ultimate forms for some of the other aliens though, but if I ever need help, I'll be sure to ask!**_


	3. Chapter 3

_**New Chapter of Ben 10: Hero of Equestria! Once again, a big thank you to Omnipotent 18 for sending in the name and a design for Ben's device. **_

_**Name: The Infinitrix(Infinity Matrix)**_

_**Design: It looks like the original Omnitrix, only it looks more metallic and extends from the elbow to the knuckles, and leaves the fingers and palm out. The base color is a shining gold with rainbow markings with the symbols of the Elements of harmony decorating it, and on the faceplate is the same hourglass mark. Only now it's a purplish pink color.**_

_**I altered the design of the device slightly. I hope you don't mind, but I wanted the faceplate/dial to have a different symbol. So, I've got some names for some of the aliens that Ben will be using. Here they are.**_

_**Panuncian: Deathkatt**_

_**Tyrannopede: Carnovore(Combining carnotaurus and carnivore.)**_

_**Neo Spacian Flare Scarab: BlitzWing**_

_**Vaxasaurian: Humongousaur**_

_**That's all I've got for now, and I hope that you all enjoy this new chapter! Read on, all you bronies, pegasisters, and those who are neither of these things! Oh, and one more thing! For the designs of the girls in this fic, look up the anthro pics of them drawn by newyorkx3 on deviantart. I don't own that art either!**_

_**Disclaimer: I don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

'_Thoughts'_

_Songs_

"**Yelling"**

**Infinitrix Alien Database**

* * *

_**Return of Nightmare Moon!**_

* * *

In the living room of the Golden Oaks Library, we find our six heroines crowded around the unconscious boy they found in the crater. Miraculously he hadn't sustained any injuries from a fall of such sheer height. However, they had to remove all of his clothes except for his underwear, and put him in a bathrobe that the cowgirl of the bunch borrowed from her older brother. They all still had heavy blushes on their faces from seeing how masculine this boy was.

The sound of the boy groaning snapped them out of their blushing trances. He opened his eyes and shook his head slightly to clear the cobwebs out of his mind.

"Where am I...?" the boy asked himself.

"Oh my goodness! Are you okay?" asked the butter colored girl.

The boy looked to the source of the voices, and saw what had to have been the most beautiful girls he's ever seen. And all of them were looking concerned for his well being.

"Yeah, I'm fine thanks. By the way, my name's Ben. Ben Tennyson." said Ben, introducing himself.

The girls all walked up to Ben, and introduced themselves one at a time. The lavender colored one started out.

"Good evening, Ben. I'm Twilight Sparkle. It's a pleasure to meet you." said the now identified Twilight.

Ben was about to reply to her, but he suddenly cringed in pain. The orange skinned blonde girl had grabbed Ben's hand, and began to shake it up and down really fast. Almost as fast as if Ben was Fasttrack.

"Well howdy doo there, Ben! Ah'm Applejack! Boy howdy, it's always a pleasure meetin' new friends!" said Applejack.

Ben tried to respond, but he couldn't on account of his arm still shaking even though Applejack had let go. Fortunately, the one with the rainbow colored hair managed to stop his arm. He gave her a look that said 'thanks', and the girl decided to introduce herself next.

"Sorry about that. Applejack gets a bit carried away sometimes." said the cyan skinned girl.

"Ah, it's fine. So what's your name?" asked Ben.

"Rainbow Dash is the name, speed's my game!" introduced Rainbow Dash.

Ben was suddenly tackled into a hug by a pink blur. He looked to see a girl about his age with hair that reminded him of extra puffy cotton candy.

"Hi, I'm Pinkie Pie! And I'm the resident party planner here in Ponyville, and if we weren't gearing up for the Summer Sun Celebration I would've thrown you a totally awesome party to welcome you to Ponyville!" she said in one breath.

"Ponyville? Where on Earth is that?" asked Ben. "And why the heck am I in a robe that seems to be two sizes too big for me?"

The butter colored girl walked up to Ben carrying a pile of neatly folded clothing that looked like they were recently made. She handed them to Ben, and explained the current situation with his lack of clothing.

"When we found you, your clothes were badly torn up so we had to dispose of them. I'm Fluttershy, by the way." explained Fluttershy. She handed Ben the clothes, and gestured to the ivory girl with the horn on her head. "Rarity is our town's local seamstress, and made those clothes for you."

"Well thank you, Rarity. That's a very generous thing for you to do for someone you've only just met." thanked Ben.

"Oh, it's no trouble at all darling!" Rarity said in a voice that screamed high class. "Although I must apologize if they don't fit quite right. I couldn't get your proper measurements."

Twilight gave Ben directions to the bathroom so he could change, and Ben went to do just that. While this was going on, Twilight and the others began to discuss what they thought of Ben.

"What do you say, girls?" asked Twilight.

"Well, he obviously ain't from around these parts. How do we know he isn't a spy?" Rainbow asked suspiciously.

"Now simmer down there, Rainbow!" said Applejack. "He may not know anything about Equestria, but that don't mean that he's a spy!"

"Ben can't be a spy! He looks like someone who loves having fun!" argued Pinkie Pie.

"That strange gauntlet of his did catch my eye, though..." muttered Fluttershy.

It may have been too quiet for anyone else to hear, but Rarity was close enough to hear her friend's words.

"What gauntlet, Fluttershy?" asked Rarity. "I certainly didn't see a gauntlet."

But before Fluttershy could say anything, Ben walked back into the room. The girl's blushes all returned tenfold. Ben was now wearing a pair of black fingerless gloves, green sneakers with gold highlights, a sleeveless black shirt with a six pointed inverted star that was green with gold highlights and the number ten in the middle. He was also wearing a pair of black jeans, and a black hooded cloak.

"Well girls, how do I look?" asked Ben.

The girls were stunned speechless! Sure they've interacted with boys before, but never any as handsome as Ben! Rarity was the first to find her voice again.

"My goodness, Ben! You look absolutely handsome!" she said before asking "But do they fit well?"

Ben moved his arms experimentally, to see if the sleeves restricted his movements at all, and found nothing to complain about.

"They're perfect! Thanks Rarity." said Ben.

Rarity didn't know why, but she found herself lightly blushing at the praise that Ben was giving her for her work. Sure she had received such compliments before, but for some reason, Ben's praise meant more to her than those.

"Hey, shouldn't we be going to the Summer Sun Celebration?" asked Rainbow Dash.

Pinkie looked puzzled for a moment, before she let out a loud gasp.

**"We gotta get outta here!"** yelled Pinkie.

She grabbed Ben's hand, and started to drag him to the town hall. The others looked at each other, and followed their pink compatriot. But there was trouble on the horizon. On their way to the town hall, our hero and heroines noticed a cloud of purple smoke that looked like it had stars in it heading away from Ponyville. But the girls all noticed something very wrong with the moon.

"Call me crazy, but shouldn't the Mare in the Moon be up there? And shouldn't the princess have raised the sun by now?" asked Applejack.

They all saw that Twilight had taken Spike, and ran back to the library. Not knowing what was going on, the others decided to follow her.

"We gotta stop... Nightmare Moon... We gotta..." Spike said before falling asleep.

"You need your sleep, Spike. You're still just a baby dragon after all." said Twilight as she used her magic to put Spike to bed in his basket.

Twilight started searching through the books in the library in an attempt to find the right one. However, it was difficult since she was still unfamiliar with this particular library.

"Come on, come on, come on! Where is that dumb book about the Elements of Harmony?!" Twilight asked herself.

"And just what ARE the Elements of Harmony?"

Twilight turned around to see Ben and the others standing in the doorway of the library. And Rainbow Dash looked very suspicious of Twilight right now.

"Just how do you know so much about the current situation? Are you an enemy spy or something?" asked Rainbow Dash.

Applejack bonked Rainbow on the head for asking such a thing.

"Simmer down sally! I'm sure there's a logical explanation for all this." said Applejack looking at Twilight expecting answers.

"Nightmare Moon has returned to Equestria, and plans to send our world into eternal darkness! And right now we need the Elements of Harmony to stop her!" explained Twilight. "But I need that book about the Elements of Harmony to find them!"

Ben picked up a random book, and read the title aloud.

"Elements of Harmony; A Reference Guide." said Ben.

Twilight took the book from Ben accidentally knocking him over in the process.

"Where did you find this?!" asked Twilight.

"It was labeled under the shelf with the letter 'E'." explained Ben.

"Oh." said Twilight.

She felt like an idiot for not looking under that section in the first place. She opened the book, and began to read with everyone else listening intently.

"According to this book there are seven Elements of Harmony in all, but only six of them are known. Those elements are known as Honesty, Kindness, Laughter, Generosity, Loyalty, and Magic. However, the seventh Element of Harmony is a complete mystery that can only be discovered when a 'spark' has been found." read Twilight.

"Okay, so we know what the Elements of Harmony are, but what I wanna know is where to find them." said Ben.

"The book says that the last place the Elements of Harmony were located is the Castle of the Royal Pony Sisters. And that place is in what is now known as..."

**"THE EVERFREE FOREST?!"** the other girls asked in shock.

Nobody notices ten DNA samples being unlocked on Ben's gauntlet, and the hourglass glowing pinkish purple as the screen fades to black.

* * *

_**I hope you all like this new chapter, as I've taken a lot of time to get this thing ready for your enjoyment! But now, I have a new challenge for you all! I still need name ideas for the remaining aliens that are the first ten in his arsenal, but I'd like your opinion on something else. Since Ben and Gwen will both have an Ultimate Vaxasaurian form, should Ultimate Humongousaur look like an ankylosaurus when used by Ben, a Styracosaurus, or a different dinosaur? If you have an idea for a dinosaur that Ultimate Humongousaur should look like, follow these requirements.**_

_**1\. The name of the Dinosaur.**_

_**2\. A new name for Humongousaur (Optional)**_

_**3\. An accurate description of what this Ultimate form looks like.**_

_**Good luck to all of you, and I hope you all enjoy this new chapter!**_


	4. Chapter 4

_**I would like to thank guest reviewer Omnipotent 18 for sending in name ideas for Ben's aliens! Here are the names of all of Ben's current aliens.**_

_**Panuncian: Deathkatt**_

_**Tyrannopede: Carnovore**_

_**Vaxasaurian: Humungousaur**_

_**Neo Spacian Flare Scarab: BlitzWing**_

_**Vicetopus: Kraken**_

_**Buglizard: Basilisk**_

_**Slamworm: Anguis**_

_**Psycholeopterran: Hypnotick**_

_**Omnivoracious: Thunderbolt**_

_**Crabdozer: Ramnocerous**_

_**And I just thought I should let you know that Ultimate Humungousaur is going to now have the appearance of... You know what? I'll just let you find out for yourselves. Now I hope you all enjoy this new chapter, as I have worked very hard on it!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

**"Yelling"**

**Infinitrix Alien Database**

* * *

_**Finding the Elements of Harmony: Honesty and Kindness!**_

* * *

"So you girls have never been in here before?" asked Twilight.

Our seven heroes had gone into the Everfree Forest in an attempt to find the Elements of Harmony, but five out of those seven heroes were freaking out slightly. The reason? None of them have ever been in the Everfree Forest for any reason before now. But Ben was busy looking through the gauntlet on his arm which had a full body hologram display of his aliens, and saw that he had nine that he didn't recognize.

_'At least the Infinitrix gave me Humungousaur, but I don't know any of these others.'_ Ben thought to himself.

That was when Applejack decided to speak up in regards to their lack of being in the Everfree Forest.

"No. People don't go in these parts. This place just ain't natural!" said Applejack.

"How is this place unnatural?" asked Ben.

"Nobody knows!~" said Rainbow Dash in a creepy manner. "Because all those who go in..."

"Stop it, Rainbow!" demanded Rarity.

She saw that Rainbow Dash's illustrations were scaring Fluttershy more than usual. Unfortunately, the rainbow haired girl wasn't listening.

**"Has never come back out!"** finished Rainbow Dash.

That's when all hell broke loose. The ground gave way from underneath everyone, and they started sliding towards the edge of a cliff! Fluttershy and Rainbow Dash used their wings to avoid falling, but the others were heading for the cliff! Applejack, Rarity, and Ben managed to grab onto a few branches and rocks to keep themselves from falling, but Twilight wasn't so lucky.

**"No! No! NOOOO!"** cried Twilight.

She fell off the cliff, but managed to grab the edge and was now hanging on for dear life! Applejack and Ben saw this, and both got different ideas on how to help the dangling mage.

"Hold on, Twi! Ah'm comin'!" called Applejack as she slid down to help Twilight.

She got to her, and grabbed Twilight's hands while bracing herself against a couple of rocks to keep them from falling. But she knew that it wouldn't hold long, and Ben could see that. He turned the dial of the Infinitrix, and found a humanoid alien that looked like it could help in this situation.

"Come on, please be something useful!" He begged as he pressed down on the dial.

In a flash of pinkish purple light, Ben started to transform into a new alien. He looked like a human that was wearing armor that resembled a scarab beetle. The majority of the armor was black, while the chest armor was purple. His hands had curved hook-like claws for fingertips, and he had an armored shell on his back that protected a pair of insectoid wings. His helmet rose upwards and thinned out as it got closer to the top, and separated to form twin beetle horns. The new Infinitrix symbol was located in the center of his chest.

**"BlitzWing!" **yelled Ben.

* * *

**Infinitrix Alien Database Entry**

**Species Name: Neo Spacian(Flare Scarab)**

**Given Name: BlitzWing**

**Native to a strange parallel world called Neo Space, the Neo Spacians are a very interesting race of aliens. Very little is known about them, but from what Galvan Scientists can gather every Neo Spacian has a unique form and set of abilities. Behavioral patterns, powers, and weaknesses are unknown even to the brightest mind in three, possibly five galaxies.**

* * *

The others saw this transformation, and were shocked to say the least. Ben had just transformed into a strange humanoid beetle using that odd gauntlet of his! However, they had no time to dwell on this, as Twilight went back to panicking.

"Applejack! What do I do?!" asked a scared Twilight.

The farm girl looked desperate to think of a plan to help the mage, but she didn't do well under this kind of pressure. Her grip was slipping and she didn't know what to do. That's when she saw something that sounded like a killer's wish.

"Let go."

"Are you CRAZY?! I'll fall!" said a shocked Twilight.

"Twilight, I need you to trust me! You'll be safe!" pleaded Applejack.

"I will NOT!" denied Twilight.

"Twilight, listen to me! I know you're scared right now, but ya need to trust me. Let go, and you'll be safe!" reasoned Applejack.

Twilight still had major doubts about Applejack's sense of reason, but she could detect no lies in the farm girl's words. Against her better judgment, Twilight let go. She screamed as she fell a few feet, but that was abruptly stopped when she felt a pair of masculine arms wrap around her. Twilight opened her eyes to see that it was BlitzWing who caught her.

"Don't worry, Twilight. I've got you!" said BlitzWing.

* * *

_*****Later*****_

* * *

"And you were falling, and BlitzWing was all like-WOOSH-he snags you right out of the sky!" said Rainbow Dash as she recounted Ben's exploit for the hundredth time that day.

"Yes Rainbow, I was there. And right now we need to focus on finding*GASP* A MANTICORE!" cried Twilight.

The others looked to see a beast that should very well be nothing more than an olden day legend. It had the body of a lion, a scorpion's tail, and the wings of a dragon. But above all else, this thing looked downright pissed! But before any of the girls could try to do anything to retaliate against it, Ben transformed again! This time however, the form he chose was more beastial.

It had a body that was mostly feline in nature, but looked like a cross between a sabertooth cat and an African Spotted Hyena. He had huge saber teeth jutting from each side of the top jaw, and a single horn growing out of his dog-like nose. His stomach fur was crimson, and he had long shaggy hair on his back. He also had a long tail with bony spikes that looked like curved blades growing out of the tip.

**"Deathkatt!"** yelled Ben.

* * *

**Infinitrix Alien Database Entry**

**Species Name: Panuncian**

**Given Name: Deathkatt**

**The Panuncian is a fascinating predator native to the planet Hathor, and is the natural predator of a Splixson. Since Splixsons have the ability to clone themselves, the Panuncians have adapted a similar cloning ability to help them catch their preferred prey. However, these guys are not invincible.**

**They may be fast and agile, but they aren't very smart. A Panuncian is able to be outsmarted and outmaneuvered by any possible prey items. They can also bloat like a balloon if a huge amount of water is forced down their throat. This can actually render them immobile.**

* * *

"What kind of alien is this?" Deathkatt asked himself.

He had no time to ponder this however, as the Manticore pounced at him. Deathkatt was a clever beast, however, and dodged to the side to avoid the claws and fangs of the beast. Then acting on instinct, Deathkatt created a clone of himself. The original looked at his clone, then the clone looked at Deathkatt, and they grinned at each other.

"So this alien can clone itself? Cool!" said Deathkatt.

They both had to duck as they nearly got hit by the poisonous stinger of the Manticore's scorpion tail. The two charged at the beast, but were easily batted away by this beast's monstrous strength. Deathkatt merged with his clone, and got back up.

"Okay, I can see that I've gotta take it up a notch!" said Deathkatt.

He raised a paw, and slapped the Infinitrix dial. He was engulfed in a bright flash of purplish pink light, and was transformed into something even more powerful.

His body retained its humanoid shape, but he grew until he was about fourteen feet tall, and his skin became scaly and more reptilian in nature. It was also a tannish brown color. His muscles became more burly like those of a body builder's, and a tail grew out of the small of his back. The Infinitrix was in the center of his chest.

**"Humungousaur!"** yelled Ben.

* * *

**Infinitrix Alien Database Entry**

**Species Name: Vaxasaurian**

**Given Name: Humungousaur**

**Born on the planet Terradino, Vaxasaurians are one of the most physically powerful aliens in the galaxy. A full grown Vaxasaurian can be as tall as twelve feet, and they are capable of growing up to sixty feet tall. They mainly fight by using their fists to create tremors in the ground, and overpowering their enemies with dozens of powerful combos. But despite their strength, Vaxasaurians all share the same weaknesses.**

**Despite all of their physical prowess, they aren't very fast. They are also the prey item of planet Terradino's apex predator, the Tyrannopede.**

* * *

"Alright! An old favorite of mine!" said Humungousaur in triumph.

He looked at the Manticore, who was growling in challenge, and the two charged at each other! It was sure to be a fight of the ages. Myth vs. Prehistory! However...

**"WAIIIIIT!"** yelled Fluttershy.

This caused Humungousaur to skid to s stop. Fluttershy turned to the Manticore, and started to gently approach the beast. It was still growling and clawing at them, but Fluttershy wasn't fettered by this behavior. In fact, it looked like she's dealt with stuff like this before.

"It's okay. Shhh." said Fluttershy in a gentle manner.

The Manticore stopped growling, and everyone could now see that the big guy wasn't attacking for no reason. He was attacking because he was in pain. This was proven when the Manticore revealed that there was a thorn stuck in his paw.

"Oh my goodness! You poor little guy!" said Fluttershy to the Manticore.

The others were rooted to their spots in shock from this behavior.

"Little?!" questioned Rainbow Dash.

Fluttershy however, paid her no mind. Instead, she moved closer to the Manticore's massive paw.

"Now this will only hurt for just a minute." said Fluttershy.

Without a hint of hesitation, she grabbed the thorn, and yanked it right out of the beast's paw! The Manticore roared in pain, and the others began to overreact.

**"Fluttershy!"** cried the others.

They were about to run in and help her, only to see that the Manticore was gently holding Fluttershy in its paws. He was licking her affectionately, and purring like a giant domestic house cat. Fluttershy was giggling from the tickly feeling she was getting from the Manticore's licking.

"Aww, you're just a big ol' kitty witty, aren't you? Yes you are! Yes you are!" cooed Fluttershy to the massive beast.

No one but Ben noticed that the Infinitrix hourglass was glowing orange. No doubt it scanned the DNA from the Manticore, and added it to Ben's Codon Stream.

"How'd you know about the thorn?" asked Twilight as the Manticore set Fluttershy down.

"I didn't. But sometimes to solve a problem, all you need is a little kindness." explained Fluttershy.

Twilight smiled from what her shy new friend_**(though she wouldn't admit the friend part yet.)**_ had told her. Ben transformed back to normal, and they resumed their journey to find the Elements of Harmony. Nobody noticed the thorn that was in the thorn that was in the paw of the Manticore had dispersed into purple mist, and traveled deeper into the Everfree Forest.

* * *

_**Okay, two elements down and only five more to go! Now we move on to two more well known elements next chapter, and I wanna give Omnipotent 18 a big shout out for sending in his idea for the seventh Element of Harmony! But I was wondering, do you think I should turn Ben into the first male Alicorn in Equestria when the Elements of Harmony activate the first time, or should he remain human?**_


	5. Chapter 5

_**Okay guys, next chapter is all about the next two Elements of Harmony! I hope you like all of the work I put into the last chapter! But now we move on to two more well known Elements of Harmony! And after that, we find the last three Elements of Harmony! Also, I'd like to thank Omnipotent 18 for sending in a design for Ben's Alicorn look. I won't say what it is yet. And I'd also like to thank him for sending in these aliens that Ben is gonna get back!**_

_**Heatblast, Ghostfreak, Greymatter, Upgrade, Ripjaws, Wildmutt,Stinkfly, Four Arms, Diamondhead, Clockwork, Big Chill, Jetray, Bloxx, Gravattack, Feedback, Nanomech, Pesky Dust, Ball Weevil, NRG(Pronounced en-er-gee), Terraspin, AmpFibian, Armodrillo, Waterhazard, and Eye Guy.**_

_**On a final note, I've decide to change the name of Ben's Panuncian form. Deathkatt just doesn't sound like something Ben would come up with. Now, enjoy the new chapter!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

**"Yelling"**

**Infinitrix Alien Database**

* * *

_**Finding the Elements of Harmony; Laughter, Generosity!**_

* * *

Our hero and heroines continued their trek through the dark and deceiving Everfree Forest. While they were, Ben was on high alert, not wanting anyone to get hurt by any possible ambush predators. All the while, he was thinking about the different aliens that he currently has. Ben noticed that most of them looked to be predatory in nature.

_'When I turned into Copykatt I had the strangest craving for Splixson meat. But that's Ditto's species, isn't it?'_ Ben thought to himself.

Ben was broken from his musings when Rarity began to voice a few complaints about the current conditions of the terrain.

"No! This will not do! I simply can not stand to look at this filth any longer!" complained Rarity.

That was when for some weird reason, the lights gave way to complete and utter shadows. All that was visible was everyone's eyes, and the light of the Infinitrix.

"Well I didn't mean that literally." said Rarity.

"The Castle could be right in front of us, and we wouldn't even see it through all of this darkness!" said Twilight.

While the girls were busy bumping into each other trying to find their way through the darkness, Ben was taking the time to analyze the situation. He noticed that this was no ordinary darkness, but could nothing about it.

"Hold on," said Applejack. "Ah think Ah stepped in somethin'."

That's when Fluttershy let out an ear piercing scream of fear. It caught everyone's attention.

"It's just mud..." Applejack started to say, until she saw something truly frightening.

It was a tree that much was certain, but it had a scary face on it, and looked almost alive! And it growled menacingly at her! Applejack yelped backed up in fright, and the others soon joined her. All except Ben, who put himself between the girls and the trees.

**"Stay behind me, girls!" **ordered Ben as he readied the Infinitrix.

The only sounds that could be heard in this neck of the woods was the sound of growling, screaming, and... Laughing?

"Huh?" the girls and Ben said in confusion.

It turns out that laughter was coming from Pinkie Pie! She was making funny faces at one of the trees, and laughing about it! The others thought that she was crazy for doing something like that, but Ben thought that she was onto something.

"Pinkie, what're you doing?!" asked Twilight incredulously. "Run!"

"I'm with Twilight, Pinkie! It's not safe!" said Ben.

But Pinkie merely laughed as music began to play from out of nowhere.

"Oh guys, don't ya see?" asked Pinkie as she began to sing. Wait, what?!

_**Pinkie: **__When I was a little filly, and the sun was going down~_

_**Twilight:**_ "Tell me she's not..."

_**Pinkie: **__The darkness and the shadows they would always make me frown!~_

_**Rarity:**_ "She is."

_**Pinkie: **__I'd hide under my pillow from what I thought I saw,~_

_But Granny Pie said that wasn't the way to deal with fears at all.~_

_**Rainbow Dash:**_ "Then what is?"

_**Ben:**_ "I'm with her."

_**Pinkie: **__She said "Pinkie, ya gotta stand up tall! Learn to face your fears!"_

_"You'll see that they can't hurt you. Just laugh to make them disappear!~"_

"HA! HA! HA!"

Sure enough, the tree turned from a scary menace back into an ordinary tree! Ben and the others couldn't believe what they had just seen, and gasped at the sight. Pinkie took the initiative to finish up the song.

_**Pinkie: **__So... Giggle at the ghosties!_

_(Fluttershy giggles at a tree)_

_Guffaw at the grosslies!_

_(Rainbow Dash bursts out laughing)_

_Crack up at the creepy!_

_(Rarity laughs)_

_Whoop it up with the weepy!_

_(__**Applejack:**_ **Woo Hoo!**_)_

_Chortle at the gooky!_

_(Twilight giggles)_

_Snortle at the spooky!_

_(Ben cracks up laughing)_

_And tell that big dumb scary ghost to take a hike, and leave you alone!_ And if he thinks he can scare you then he's got another thing coming, and the VERY idea of such a thing just makes you wanna **ha ha ha ha**... Ha ha... Ha...

_LAUGH!~~~~~~~_

With the song over, the girls and Ben busted out laughing. It seems as though it's true when they say 'laughter is the best medicine'. But no one noticed the purple cloud of smoke from before whisk away deeper into the forest.

When they finally got their acts together, they started walking to their destination again. Even though all of them had calmed down, they were still laughing a little every now and again. But that stopped when they came upon a new obstacle. It was a river that was filled with violent water that looked like something out of an old sailor's tale.

"How're we gonna get across that?!" asked Pinkie.

"I don't know, but I want everyone to be careful!" said Ben. "If you fall into such rough water, you're done for!"

That was when the sound of crying reached their ears. Everyone looked to see a giant sea serpent crying over something. And as luck would have it, his thrashing is what was causing the river's water to rage so much. This sea serpent had dark purple scales, an orange mane, and for some reason, he only had half of a mustache.

"Oh ho, what a world! **WHAT A WORLD!"** bawled the sea serpent in a pathetic manner.

"Pardon me sir, but why are you crying?" Twilight asked the serpent.

When the serpent saw our hero and heroines, he calmed down enough to stop thrashing for a moment.

"Well I don't know. One minute I'm just sitting here minding my own business, when suddenly this tacky little cloud of purple smoke whisks by, and tears half of my beautiful mustache... Clean off! See?" he explains while showing the stump where his mustache used to be. **"AND NOW I LOOK ABSOLUTELY HIDEOUS!"**

In his anguish, the sea serpent ended up splashing water all over our harmonic entourage. They didn't look too happy about that.

"Oh, come on!" said Rainbow Dash.

"THAT'S what all this fuss is about?!" asked an irritated Applejack.

"Well, of course it is! How can you all be so insensitive?! Why just look at him! Such lovely luminescent scales..." said Rarity, listing off the serpent's good fashion sense.

"I know..." said the serpent.

"Your expertly coiffed mane..." continued Rarity.

"Oh I know, I know..." said the serpent, feeling better about himself.

"Your fabulous manicure!" finished Rarity.

"*GASP* It's all true!" said the serpent admiring the reflection in his claws.

"All ruined without your fabulous mustache." said Rarity.

This caused the serpent to resume his wallowing in self pity.

**"It's true! I'm HIDEOUS!"** wailed the serpent.

Rarity's eyes narrowed in sheer determination that one can only find in a fashionista like herself.

"I cannot allow such a crime against fabulousity to go uncorrected!" declared Rarity.

Without so much as a word of warning, she reached up, grabbed one of the sea serpent's scales, and ripped it off in a single yank! This action caused him to yelp in pain.

**"OWWW!** What did you do that for?!" whined the serpent.

Rarity then raised the scale into the air, and the scale glistened in the moonlight showing that it had a razor sharp edge. Ben was getting a really bad feeling about the actions Rarity was taking. And it would appear that the others were getting the same feeling that Ben was.

"Rarity, what are you...?" asked Twilight.

Quicker than anyone could blink, Rarity brought the scale down with a great big slice! Ben and the girls gasped, and the Sea Serpent fainted from the shock. It was revealed that Rarity used the scale to cut off her own tail! Only a small stump was left of her beautiful tail.

"Don't worry, darlings. It's for a noble cause." said Rarity in a slightly pained voice.

Using her Unicorn magic, Rarity levitated her severed tail to the stump where the serpent's tail once was. She then used her magic to attach her tail to the stump, and fixed the mustache. The serpent saw this, and was elated to see that his fabulous mustache was fixed.

"My mustache! Oh, it's fixed! Oh ho ho!" cheered the serpent.

"You look smashing!" complimented Rarity.

"I'm so sorry, Rarity." said Ben. "You had to give up your beautiful tail!"

"Oh, don't worry darling! He needed it more than I did." said Rarity. "Besides... It will grow back..."

Ben and Twilight smiled at Rarity's show of generosity, but Rainbow Dash was still kind of irritated.

"So would the mustache." muttered Rainbow Dash.

That's when Twilight and Ben noticed something important. The river's water was no longer rough! They could now safely cross to the other side!

"Look! We can cross now! Whoa!" said Twilight as she was raised onto the serpent's back.

"Allow me!" he said.

He turned his back into a bridge, and our entourage hopped across to find the Elements of Harmony.

* * *

_**This one's done! I'd like to thank Omnipotent 18 for sending in some new powers for Ben! What are they? You'll find out soon enough!**_


	6. Chapter 6

_**Welcome to the newest installment of Ben 10: Hero of Equestria! We move on to the final three Elements of Harmony, plus an epic fight scene between Ben and Nightmare Moon! Although, I think you'll all be surprised by what happens to Nightmare Moon in the end! Trust me when I say that this is gonna be good! Also, here's a few more aliens that Ben is gonna get back.**_

_**Swampfire, Echo Echo, Whampire, and Astrodactyl.**_

_**Now, here are a few more that Ben is also gonna get in this story.**_

_**Stardust Dragon, Gargoyle, Phoenix, and Draconequus.**_

_**If anyone has any ideas as to what Ben's Draconequus form should look like, drop me a line! I want it to look different from what Discord looks like! Enjoy the chapter!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

_**"Yelling"**_

**Infinitrix Alien Database**

* * *

_**Feedback vs. Nightmare Moon!**_

* * *

_*****On Galvan Mark II*****_

* * *

In a technologically advanced laboratory, we find someone working without as much passion for his work as he used to. The one in question was a small alien about six inches tall. He had wrinkled grey skin, bulbous green eyes, and he seemed to resemble an anthropomorphic frog. He also had two growths dangling from his upper lip that resembled a mustache. This is Azmuth, the creator of the Omnitrix and co-creator of the Ultimatrix.

But right now he was stewing over the guilt he felt for giving the Ultimatrix to Gwen. Had he known that she would become so arrogant after receiving it, he would never have taken it from Gwen.

"What was I thinking?!" Azmuth asked himself as he banged his head on the desk.

Azmuth had gotten word of Ben's disappearance a few hours after it happened. He knew that this wasn't the work of Professor Paradox. That guy controls time, not dimensions. Azmuth just hoped that wherever Ben was, he was okay.

* * *

_*****With Ben and the Others*****_

* * *

As Ben and the girls continued on their way to find the Elements, Ben was explaining how he came to Equestria in the first place.

"...So, that's my story girls." said Ben.

All of the girls had different reactions to Ben's story. Rarity was in shock from Ben's cousin having such uncouth behavioral patterns, Applejack and Rainbow Dash looked ready to punch something they were so mad, Twilight looked like she didn't want to believe what she had heard, and Fluttershy and Pinkie Pie grabbed Ben in a fierce hug while crying their eyes out. Ben was surprised by the hug, but that was short lived as he rubbed Pinkie and Fluttershy's backs in an effort to calm them down.

"Ben, what yer cousin did with that Ultimatrix thingamajig... Well it... It just ain't right!" said Applejack as she tried to control her anger.

"Those nogood Plumbers, when I get my hands on them..." growled Rainbow.

"Why would they do something so cruel?" asked Twilight.

Ben didn't have the answer to that question, he was too busy trying to calm down Pinkie Pie and Fluttershy. His method seemed to work, as the two distraught girls began to stop crying. Their sobs soon gave way to just little sniffles.

"Fighting's not really my thing. I'm more into fashion," said Rarity. **"BUT IF THOSE PLUMBERS EVER COME TO EQUESTRIA, I'LL RIP THEM TO PIECES IF THEY HURT SO MUCH AS ONE HAIR ON BEN'S HANDSOME HEAD!"**

Ben was surprised that Rarity had made such a proclamation, but for some reason he felt a warm feeling in his heart from hearing it. Once everyone had calmed down enough, they continued on towards the castle. After about a half hour of walking, they finally found it!

"There it is! The Castle of the Royal Pony Sisters!" exclaimed Twilight as she started to run across an old rope bridge. "Hurry! We can cross this bridge to get to-**WAAAUUUGH!"**

Just as Twilight started to cross the bridge, the rope on the other side snapped causing the whole thing to fall while Twilight was still on it! Fortunately, Rainbow Dash reacted fast enough to catch Twilight by flying before the mage could fall too far into the chasm.

"What is it with you and falling off cliffs today?" asked Rainbow Dash.

"I don't know…" whined Twilight pathetically.

Our hero and heroines saw that their only way across was now gone. Ben's brain was kicking it into overdrive to try and get them across. He could probably use BlitzWing, but Ben would only be able to take one at a time. And time is currently the one thing that can't be spared at the moment,

"Great! NOW how are we supposed to get across?!" asked Pinkie.

Rainbow Dash took to the air, and cleared her throat to get everyone's attention. She did a loop-de-loop, and took off to the other side of the chasm.

"Oh yeah!" said Pinkie.

Using her natural power of flight, Rainbow Dash managed to get to the other side in no time at all. But before that, she flew down into the gorge, and pulled up the bridge. She tied it back to the post on the other side that was supposed to hold it up, and landed for a minute.

That's when things began to take a strange turn. A thick mist creeped in from nowhere obscuring Rainbow's vision. She looked around to try and find the source of the fog, but her efforts were in vain. Suddenly, voices began to ring through the air.

"Rainbow…" whispered a voice.

"Who said that?" asked Rainbow.

"Rainbow…" whispered another voice.

"Who's there?! Show yourself!" demanded Rainbow Dash.

"We are the fastest… The most agile… The greatest team of flyers in all of Equestria! THE SHADOWBOLTS!"

The fog finally parted to reveal three anthropomorphic Pegasus ponies that looked eerily similar to the Wonderbolts, only with some major differences. All three of them had light grey coats, blue manes and tails, and were wearing dark purple flight suits complete with dark blue goggles. But there was this eerie feeling coming off of them that Rainbow didn't like very much.

* * *

_**(The rest of this event went the same as in the show. I'm tired of typing every bit of every Element of Harmony since it seems redundant.)**_

* * *

With everyone now across the gorge, our harmonic entourage found themselves in the main room of the castle. And what they saw astounded them. It was a huge podium in the center of the room. And resting on it were six stones that appeared to be none other than the Elements of Harmony!

"It's the Elements of Harmony! We've found them!" cheered Twilight.

Rainbow Dash and Fluttershy began to use their flight abilities to get the stones off of the podium, and set them gently on the floor. Pinkie meanwhile, was doing a headcount of the elements.

"Four, five… There's only six!" said an alarmed Pinkie Pie.

"Where's the seventh?!" asked Applejack.

"The book said that the seventh element will only reveal itself when a spark activates the other six. Maybe…" said Twilight as her horn lit up with a pinkish purple aura.

Ben had a feeling that something really bad was about to happen. And his suspicions were confirmed when a dark blue tornado of pure magic formed around Twilight and the Elements of Harmony! The girls went into a state of panic, but Ben ran at the twister, and pushed Twilight out of it!

**"BEN!"** cried the girls.

In a bright flash of light, Ben was no longer in the room. And neither were the Elements of Harmony! The question now is 'where'd they go'?

* * *

_*****With Ben*****_

* * *

After a bright flash of light, Ben suddenly found himself in what appeared to be a throne room. There were two chairs sitting side by side, almost as if the place was made for more than one person.

"What the? I knew I shouldn't have taken that left turn at albuquerque!" said Ben.

That was when something really got Ben's attention. It was the fact that there was someone already sitting in one of those thrones.

It was a woman who was a good foot and a half taller than Ben. She had skin as black as the midnight sky, and long hair that flowed as if wind was blowing that looked to be made of the night sky. Her tail was the same way. Her eyes were dark blue with cat-like slits for pupils, and she was wearing armor that looked like it belonged on a knight. But unlike Twilight and the others, this woman had both wings AND a horn!

"Well, well, well. It's been far too long since a full blood human found their way to Equestria." said the mystery woman.

"Who are you? And how do you know that I'm a human?" asked Ben as he activated the Infinitrix.

The woman stood from one of the thrones, and began to slowly walk down the steps. The way she walked made it evident that she was of royal lineage, and she had the posture to back it up.

"My name is Nightmare Moon," said the armored Alicorn. "And I have always known much about humans. The signs were not that hard to miss. I will admit, you have noble qualities for a human commoner, but I am afraid that I must destroy you along with the Elements of Harmony!"

Not wanting to be killed before he reached college age, Ben slapped the Infinitrix dial and was engulfed in a flash of pinkish purple light. This time, Ben's body still retained its humanoid look, but his skin turned totally black with a green abdominal area and golden battery bolts grew out of his shoulders, arms, and hips. He also has a single white eye on his face, he became more muscular, and he grew two long antennae and a long tail that all had small plugs at the tips. His feet had only two front toes, and he had four fingers with similar plugs to those of his antennae on his hands. The Infinitrix mark was in the center of his chest.

"Feedback?! AWESOME! I haven't used Feedback since Malware destroyed him!" Feedback said to himself.

* * *

**Infinitrix Alien Database Entry**

**Species Name: Conductoid**

**Given Name: Feedback**

**Feedback is a species known as a Conductoid. This species is well known for their Electrokinetic abilities. Mainly being able to absorb and redirect electrical currents. In addition to this, Feedback is capable of propelling himself through the air using electricity to do so, and can use his Electrokinesis to levitate objects with electrical currents flowing through them! **

**However, Feedback is not by any means invincible. If he does not absorb electricity in a battle from time to time, Feedback's own electrical energy will be quickly depleted.**

* * *

Nightmare Moon was astounded by the fact that a human was capable of such a transformation. It should be impossible for an ordinary human to do so! But she did not dwell on this fact for long, as her horn lit up with a dark blue aura and she shot an electrical magic blast from her hands. This proved to be a big mistake however, as Feedback stuck his hands out in front of him and used the plugs on his hands to absorb the electrical magic!

Nightmare Moon had only a few seconds to be shocked by this development, as Feedback shot an even more powerful blast of electricity at the armored Alicorn. Her armor acted as a conductor to the electrical currents since it was made of metal, and made the pain worse for her. Nightmare Moon screamed in pain from the powerful electricity flowing through her system

* * *

_*****During That Time*****_

* * *

"Where's Ben?!" asked Pinkie Pie.

The girls were absolutely hysterical about the fact that both Ben, and the Elements of Harmony had just disappeared without a trace. All of them hoped that nothing bad had happened to him. However, Twilight seemed to know a little bit of what had just happened.

"I felt strong magical power coming from that tornado that tried to engulf me. I think Nightmare Moon teleported Ben to wherever she is along with the Elements of Harmony!" theorized Twilight.

That seemed to make sense to the others. All of them knew enough about teleportation spells to know that they come in a wide variety of forms. But that still left just one question.

"But if Ben and the elements were teleported, then where are they?!" asked Fluttershy.

Suddenly, there was a glowing pulse of power coming from one of the other towers. Twilight and the others saw it, and started to run in the general direction of the light.

"Over there! Hurry!" urged Applejack.

* * *

_*****Back With Ben*****_

* * *

With Nightmare Moon out cold, Feedback rushed over to the Elements of Harmony. He stood in the middle of the stone elements, and began thinking of possible ways to awaken them. Then it hit him like a runaway locomotive!

"Twilight said that a 'spark' was needed to awaken the Elements of Harmony. Maybe... Just maybe..." murmured Feedback.

He began to focus miniscule amounts of electrical energy into the tips of his fingers, and moved to stand in the middle of the elements. Once he gathered enough, Feedback sent it out to the elements in small discharges thinking that this would be the 'spark' that Twilight was talking about. Sure enough, something did happen. The Elements of Harmony began to glow and rise into the air just as Feedback stopped sending out the electricity he was using. The light woke Nightmare Moon who gasped in horror at what she was seeing.

"NO!" cried Nightmare.

But just as quickly as things began to go right, things went horribly wrong. The Elements of Harmony stopped glowing, and dropped to the floor. Ben just stood there shocked as he changed back to normal.

"Wait, shouldn't something have happened by now?" asked Ben in panic. "Where are the elements?!"

He was broken from his musings as Nightmare Moon punched him in the face sending him across the room. She laughed cruelly as she used her magic to destroy the element stones, and gloated at our seemingly defeated hero.

"FOOL! Your precious Elements of Harmony didn't work! Now you'll never see your precious sun again, and the night shall last FOREVER!" declared Nightmare Moon.

Ben was in pain, but he managed to push himself up onto one knee. He glared defiantly at the armored anthropomorphic alicorn before him, but he suddenly began to hear the voices of the girls. They ran in, and Fluttershy and Rarity helped Ben to his feet.

"Is it over?! Did we win?!" asked Rainbow Dash.

**"IT'S ALL OVER!"** yelled Nightmare Moon. "Now eternal night shall reign supreme! And Equestria shall forever be under my control!"

Twilight and the others looked like all hope had left them. With the elements destroyed, they had no chance of defeating Nightmare Moon. But suddenly, Ben felt something in his heart. That's when the broken shards of the Elements of Harmony began to glow, and started circling around the girls. Nightmare Moon was horrified by this new development.

**"What?! This can't be! I DESTROYED THE ELEMENTS OF HARMONY!"** cried a defiant Nightmare Moon.

Ben and Twilight gained smug looks as they stood with the others. The element shards began to glow even brighter as they began to fully awaken.

"You're wrong, Nightmare Moon! You didn't destroy them!" said Twilight.

"Twilight's right! Because the spirits of the Elements of Harmony… Are right here!" declared Ben.

"Applejack, who reassured me when I was in doubt represents the Element of… HONESTY!" explained Twilight as she began to list off the different elemental bearers. "Fluttershy, who tamed a Manticore with her gentle ways represents the Element of… KINDNESS! Pinkie Pie, who giggled in the face of danger represents the Element of… LAUGHTER! Rarity, who calmed a sorrowful soul with a meaningful gift represents the Element of… GENEROSITY! Rainbow Dash, who would not abandon her friends for her own hearts desire represents the Element of… LOYALTY!"

As Twilight listed off the first five elements, the shards fused to form golden necklaces around the girls necks. That was when Ben decided to take over.

"And when those elements come together, they form one of the most powerful elements of them all! The Element of… MAGIC!" said Ben as the last of the shards formed a golden tiara on Twilight's head.

"But you still don't have the seventh element! The spark didn't work!" Nightmare Moon said in denial.

Ben only smirked as a mint green light began to shine on his chest area. The hourglass of his Infinitrix began to glow the same color as more DNA samples began to be unlocked and regained. Ben chose this time to burst the evil woman's bubble.

"Oh, but it DID work! It was a different kind of spark! I felt it when I realized how much you six mean to me. How relieved I was to see you unharmed. To hear your voices! When I finally realized that you girls… Are my friends!" declared Ben as a glowing crown that looked fit for a king manifested on his head.

"When all six Elements of Harmony are united, they awaken the seventh element that Ben represents! He put himself in harm's way to protect all of us because Ben is… The Element...of COURAGE!" declared Twilight.

The Elements of Harmony began to power up as stripes of red, orange, purplish pink, bright pink, royal purple, cyan, and mint green fused into a rainbow that shot up into the air, and engulfed Nightmare Moon in a hurricane of rainbow energy.

**"NOOOOOOOOO!"** cried Nightmare Moon as she felt her power slipping away.

With a bright explosion of light, Ben and the girls were back on the ground, and Nightmare Moon was nowhere to be seen. It took a few seconds for everyone to get back to their feet.

"Everyone okay?" asked Applejack.

Rarity let out a shriek of joy as she saw that her tail was now back to its full length. And she could've sworn that it looked even more beautiful than ever.

"Oh Rarity, it's beautiful!" said Fluttershy.

"I know! I'll never part with it again!" declared Rarity.

"No, I mean your necklace. It looks just like your Cutie Mark!" clarified Fluttershy.

Rarity looked, and sure enough she saw that Fluttershy was right! In the center of her golden necklace was a royal purple gemstone in the shape of one of the diamonds on her mark. The girls all noticed that they were in the same boat. Ben saw that on the crown he had, there was a mint green gem that looked just like the hourglass mark of his Infinitrix.

"Well SHOOT, guys! Ah thought you were just spoutin' a load a' hooey! But I guess you were right!" said Applejack. "We really do represent the elements of friendship!"

"Indeed you do!" said a melodic voice.

Everyone looked out the window to see the sun rising up over the horizon, and a ball of white light flew into the room. The light transformed to reveal another anthropomorphic Alicorn mare, only she looked different from Nightmare Moon. Instead of her skin being a deep black color, it was an ivory white. Her horn and wings were also the same color, and she had a very impressive wingspan. She was wearing a golden crown on her head, and a flowing gold dress that stopped halfway down her shins. She also wore gold highheeled shoes. Her hair and tail seemed to flow as if the wind was blowing even though it wasn't, and was colored pink, fuchsia, cyan, and seafoam green. Finally, her eyes were a beautiful magenta color. The other girls bowed as low as possible, but Twilight gasped and ran up to the woman.

"Princess Celestia!" cried a happy Twilight.

"Twilight Sparkle, my most faithful student!" said Celestia as she hugged her student. "I knew you could do it!"

"But you told me it was just an old pony tale." Twilight said, severely confused by this.

"I told you that you had to make some friends. Nothing more." said Celestia. "I saw the signs of Nightmare Moon's return, and knew that you had the magic needed to defeat her. But you could not unleash it, unless you let true friendship into your heart!"

She would've continued on, but the others soon heard a very strange sound coming from the area where Nightmare Moon was defeated. They saw another anthropomorphic Alicorn woman kneeling next to Ben. This one had hair and a tail that were a pale cyan color, and skin that was a very pale fuchsia. Her eyes were dark blue, and she was wearing a simple blue dress that fell to her knees, and a pair of blue high heels. Ben however, had undergone an even more drastic change.

He now was an anthropomorphic pony! And not just any species! He was an Alicorn! His skin was now a mint green color, and his hair had gotten a bit longer now reaching his shoulders. He also had a brown tail, and the Infinitrix mark had become his Cutie Mark which was on his shoulders. But his wings looked like those of an angel, and looked like they were made of the very galaxy! They were sixteen feet long from tip to tip giving Ben an even greater wingspan than Celestia's own. His horn looked like it was made of a very sharp shard of pink crystal, and it looked like the rainbow spectrum was constantly shining inside of it.

The two of them seemed to be kneeling over something. Something very small. Ben looked up at Celestia and the other Element Bearers, and beckoned them over. They walked over to them, and gasped at what they saw!

It was a baby cradled gently in Ben's arms! She was crying for some reason, and the others could see that it was obviously a girl, but there was something eerily familiar about this baby. For one thing, she had black skin, starry looking hair and a tail that was the same, and tiny wings and a horn. But the strange thing was that she already had her cutie mark. However, the others instantly knew who this baby was, and looked horrified.

"Nightmare Moon…?!" asked Celestia in disbelief.

The baby stopped crying, and looked up at Ben. Her expression instantly changed from sad to fascinated. She giggled at Ben, and for some reason, he felt compelled to raise her. Celestia's horn lit up with a golden aura, and she touched it to Nightmare's little horn. When the spell was done, Celestia looked slightly relieved.

"It appears that she has no memory of her past life." said Celestia.

"So then what do we do with her?" asked Rarity.

Ben looked at the baby that was now sleeping in his arms, and he made his decision right then and there.

"I'll adopt her! I'll raise her with all of the love and care that she needs." said Ben.

While surprised by this proclamation, Celestia smiled at the dedication she could see from this new Alicorn. Before anything else could be said, she was grabbed in a fierce hug by the other Alicorn woman who is known as Luna. They were both crying in both sadness and joy.

"I'm so sorry! I missed you so much, big sister!" cried Luna.

"I've missed you too!" sniffled Celestia.

The moment was ruined, however, when Pinkie Pie suddenly got an idea.

"Hey! You know what this calls for?" she asked.

Everyone suddenly found themselves in Ponyville, and the whole town was decorated in record time. Turns out Pinkie's idea was nothing more than…

"A PARTY!"

All of the citizens were gathered and having a good time. Now that they didn't have to worry about the threat of Nightmare Moon, they could just have fun and enjoy themselves. Well… all except for Twilight.

"What's the matter, Twilight? Aren't you happy that your quest is over, and you can return to your studies in Canterlot?" asked Celestia.

"That's just it. Just when I've finally learned how wonderful it is to have friends I have to leave them." explained Twilight.

The others seemed to finally realize this, and grew sad about this. And Ben looked a bit unsure. Where would he and the baby stay? He didn't have a job, or a home of his own. What could he do? Celestia smiled as she got an idea.

"Spike, take a note please." ordered Celestia.

Spike pulled out a quill and a piece of paper, and got ready to take the note. Celestia started speaking, and Spike wrote down what she said.

"I, princess Celestia of Equestria, hereby decree that the mage known as Twilight Sparkle is to take on a new mission. She is to study the magic of friendship, and report to me every week from her new home… In Ponyville. And the newly made Alicorn going by the name of Ben Tennyson is to be given a home, and will become Ponyville's protector!"

The other girls cheered, and grabbed Ben and Twilight in a group hug. They happily returned it, while Ben stayed careful with the baby.

"Oh, thank you princess Celestia! I'll study harder than I ever have before!" declared Twilight.

* * *

_**There we go! Now I have a few things to say before I go. I need you to send in name ideas for baby Nightmare Moon. Good luck, and enjoy the chapter!**_


	7. Chapter 7

_**Well, it wasn't easy, but here it is! The newest chapter of Ben 10: Hero of Equestria! In this chapter, we're going to see something that will probably shed some light on the pairing, as well as see where Ben's Alicorn status will land him. Feel free to leave your most honest reviews for this chapter, and I hope you enjoy reading this chapter as much as I enjoyed writing it! Also, here are two abilities that Ben has that is unique to him as an Alicorn.**_

_**Omni Magic and Magical Omnipotence.**_

_**I wanna thank Omnipotent 18 for sending in those ideas. Thanks a bunch dude/dudette!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

**"Yelling"**

**Alien Database**

* * *

_**Royal Engagement Part 1!**_

* * *

It was another glorious day in Equestria. The birds were singing, people were going about their business with positive attitudes, and Ben was flying over to the castle in Canterlot. While Ben was in Ponyville, he'd been staying with Twilight in the guest bedroom of the Golden Oaks Library. His daughter who was once Nightmare Moon had been renamed as to not scare the populace, and was now going by the name of Evening Tides. Eve for short. She had to sleep in Ben's bed until he was able to buy a crib for her, but our Alicorn hero wouldn't have it any other way.

He left Eve at the library with Twilight and Spike babysitting her while Ben was in Canterlot. He had no idea what it was that the princesses wanted to see him for, but it must've been pretty important for them to tell Ben to come alone. Eventually, he made it to Canterlot where he was met by a small group of guards wearing golden spartan armor.

"Greetings, Benjamin. The princesses asked us to escort you to the throne room." said one of the guards.

"Alright then. Lead the way." Ben said.

The guards nodded, and began to lead Ben to the throne room of the palace. Once there, Ben found Luna and Celestia sitting on their thrones waiting for him. They had friendly smiles on their faces, but Ben could also tell that the situation was very serious.

"Thank you, gentlemen. Please leave so that we may have this discussion in peace." said Celestia.

The guards nodded and walked out the door, closing it behind them. Ben kneeled to the royal sisters out of respect, but Luna placed a hand on his shoulder.

"There is no need to bow to us, Benjamin. Especially since you are our fiancé." said Luna.

"Oh, I see... **WAIT, WHAAAAT?!"** cried a shocked Ben.

* * *

_**Sorry this chapter is so short, but I couldn't think of anything else to use in this chapter. But don't worry, I promise that next chapter will be longer! But until next time, enjoy! And to Omnipotent 18: I really like your idea with the Alicorn Amulet, and I might use it. But I need to think about it for a while.**_


	8. Omake!

_**HAPPY BIRTHDAY GUEST REVIEWER OMNIPOTENT 18! For all of the great reviews that you have given me for so many of my stories, this chapter update is dedicated to you! I hope you enjoy it! This isn't the part that explains why Ben is getting married to princess Celestia and Luna, but it does have the party theme to it! I also want you to know that I've decided to add Zecora to Ben's harem.**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

_**Omake: Birthday for Ben!**_

* * *

It was another glorious day in Ponyville, and everything was going great for Ben! Here, he had lots of great friends, a career that paid well, and a beautiful daughter of his own. Right now, Ben was out running errands with his baby girl, Evening Tides. Eve, for short. He was in the market picking up groceries for dinner tonight, but he was also restocking on baby supplies for Eve.

"Okay, let's check my list. Diapers, check! Baby formula, check! New clothes for Eve, check! Pasta, onions, tomatoes, rice, bread, cabbage, and apples? Check, check, check, check, check, check, and check! What do you think, Eve? Is there anything else we should get before we go home?" Ben asked, checking things off of his list.

Eve responded with a slur of baby babble, and giggled at her daddy. Ben smiled and kissed her on the forehead.

"You're right, Eve. We'll stop by sugarcube corner, and pick up some sweets for home." Ben said, pretending he understood.

With his things packed, Ben started walking to the local sweet shop with his daughter strapped into her baby carrier. But Ben's mind wasn't simply on getting to Sugarcube corner. No, he was thinking about the date. You see, today is Ben's birthday and he would normally be celebrating it with his family. But not this year...

Well, no matter how bad things get there's probably somepony worse off.

* * *

_*****Meanwhile, in Bellwood North Dakota*****_

* * *

The Alien Force, for instance. Right now, they were DEFINITELY worse off than Ben was at the moment.

You'd think that things would be easier for the alien force and the Plumbers now that Gwen has both her Anodite powers and the Ultimatrix, right? Well, you're wrong! As it turns out for some reason, Gwen can't turn into any of the Ultimate forms without giving in to their primal instincts. It puzzled all of the Plumbers, so Azmuth decided to take a look at the Ultimatrix to find out what the problem was.

"So what's the prognosis, Azmuth?" Gwen asked.

Azmuth closed the hatch that led to the inner workings of the Ultimatrix, and shook his head with a deep sigh.

"As far as I can tell, there doesn't appear to be a problem with the Ultimatrix. Perhaps the problem is YOU, Gwendolyn. Ben was more capable of reigning in the primal rage of the Ultimate forms, but you are not since you haven't yet adapted to using them!" Azmuth explained.

The Plumbers couldn't believe what they were hearing. Gwen is incapable of using the Ultimate forms yet?! It's impossible, yet such an obvious answer! Gwen put the Ultimatrix back on, and thanked Azmuth for his time. That was when she remembered today's date.

_'I completely forgot that today is Ben's birthday!'_ Gwen thought to herself.

She looked up at the sky feeling ashamed of herself for having become so arrogant after getting the Ultimatrix. If she hadn't, then Ben would still be here!

_'Ben, wherever you are right now, I hope that you're having a very happy birthday with friends and loved ones...'_ Gwen thought to herself.

* * *

_*****Meanwhile, Back in Equestria*****_

* * *

As Ben was walking to Sugarcube Corner with his daughter, he noticed something off about Ponyville today. The streets had stopped bustling with activity, and the town itself looked deserted! If Ben didn't know any better, he would think that he was living in a ghost town.

"Where IS everypony? They were all outside just a minute ago." Ben said to himself.

Ben has taken to using Equestrian vocabulary, and he still had a hard time remembering all of the different words and phrases. It wasn't ten minutes later that Ben and Eve made it to the local sweet shop.

Sugarcube Corner was an oddly designed building. It was built to look like a freshly baked gingerbread house, and just looking at it was enough to make someone crave sweets. Ben walked into the shop, and saw that for some reason it was pitch black inside the shop.

"What the?" Ben asked.

The lights suddenly flashed on to reveal the entire populace of Ponyville was gathered in the building. The entire interior of the restaurant was decorated for a birthday party, with balloons, streamers, a stack of presents, and a big banner that read 'Happy Birthday Ben'!

**"Surprise!~" **everyone yelled.

Ben gasped in shock and happiness while Eve started to clap her tiny hands while giggling cutely. Ben had honestly thought that he wouldn't be able to celebrate his birthday here, and yet all of his friends were here to celebrate with him!

Mrs. Cake walked up and took Eve so the little one could play with the cake twins, Pound and Pumpkin, while Ben spoke with his friends. Ben was immediately swarmed by the girls who were all wearing party hats with Infinitrix marks painted on them.

"You girls threw this party for me?" Ben asked.

"Well, DUH! Of course we did, silly!" Pinkie Pie responded like it was the most obvious thing in the world.

"We knew that you couldn't celebrate your special day with your family today, so we decided to throw a special party just for you, darling." Rarity added.

Ben's eyes started to tear up from the sheer amount of happiness he was feeling right now. His friends had gone out of their way to make him happy on his birthday, even though they didn't have to. That was way more than Gwen ever did for any of Ben's birthdays! Ben pulled them into a group hug which they immediately returned.

As they all went to join in on the party, Ben started to narrate a letter to the princesses in his head. He had some things to tell them.

_'Dear princess Celestia and princess Luna,_

_I've always never expected much from anyone on days like my birthday. In fact, I've always just celebrated alone instead of with others! Sounds good, right? WRO-ONG!~_

_Today I've learned that there are many wonderful things that can happen to you so long as you accept true friendship into your life. Because sometimes, a true friend will do everything in their power to share in your happiness!_

_Protector of Ponyville, Benjamin Kirby Tennyson._

_P.S. If either of you ever meets a guy called Professor Paradox, tell him I said hi. Thanks!'_

As Ben blew out the candles on the cake that was provided for his birthday, he knew that one thing was certain. Today had been the greatest birthday in his life!

* * *

_**Omnipotent 18, if you've read this chapter, I want you to know that this was just a little birthday present for you, and a way to say thank you for all the help you have been with all of my stories! Thank you so much, and I hope you enjoy this chapter! Once again, HAPPY BIRTHDAY, OMNIPOTENT 18! Let there be cake! HALLELUJAH! Gesundheit.**_


	9. Chapter 8

_**Okay, we took a short break from the original storyline with the previous chapter, but now we get to the reason as to why and how Ben is engaged to Celestia and Luna! Now, I'm certain you all will like this new chapter, but I also know that there's probably gonna be some haters out there. So, I'm just gonna ignore all of you haters, and continue to post new chapters for those who like my stories! Now that we've gotten that out of the way, read on and enjoy!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

**"Yelling"**

**Alien Database!**

* * *

_**Royal Engagement Part 2!**_

* * *

Ben sat there with his eyes wide in shock. He was engaged to the princess of the day, and the princess of the night?! If this was the universe pulling some kind of sick joke on him it certainly wasn't funny! And Ben knows funny! Luna and Celestia laughed a bit at the expression on Ben's face. Luna put a hand under Ben's lower jaw, and closed it with an audible 'click'. Finally, Ben snapped out of his trance and managed to find his words.

"Wha? Fiance?! When and how did we get ENGAGED?!" asked Ben.

Once again, the two princesses giggled a bit from Ben's reaction. Then again, it was to be expected. I mean it's not every day that a man finds out that he is to marry a princess, let alone TWO. Ben had every right to react the way he did. Celestia decided to explain things to the young Alicorn before the poor boy had a heart attack.

"Ben, I think that a history lesson is in order." said Celestia as she got up from her throne.

Ben had the typical look of someone who hated history lessons, but Celestia could tell that he was at least listening to her. She cleared her throat, and began to speak of the times from her childhood.

"You see Ben, excluding you, my sister and niece along with myself are the last Alicorns alive. And as such with you being the last male of the Alicorn race, it is up to you to revive the Alicorns from the brink of extinction! To do this, you will have to take many wives." explained Celestia.

Luna started blushing as she took the opportunity to explain why they wanted to marry Ben.

"Plus, my sister and I find you very attractive. And you have many redeeming qualities not found in very many men these days. You are kind, loving, courageous, determined, and you have a fierce will to protect those that you care about. And for those reasons, we have chosen to marry you." said Luna, who was blushing even harder than before.

To say Ben was surprised would be like saying a snail leaves a trail of slime. He'd never heard such words from any other girl who's tried to date him in his old dimension! Not even from Julie before she broke up with him! And Ben could somehow tell that Luna's words were sincere. Without hesitation, Ben said the two words that would end up sealing the deal.

"I accept." said Ben.

The royal sisters smiled bigger than they ever had before, and wrapped Ben in a tight, loving embrace. Although caught off guard by this, Ben smiled and returned the hug. Pretty soon, Evening Tides was gonna have a couple of mothers. Now all that was left to do was plan the wedding!

* * *

_**Sorry that this one is shorter, but It was just to explain why Ben was being put into a harem pairing. Next chapter will be longer. I promise! Also, Zecora has been added into the harem for those of you who are wondering, or forgot.**_


	10. Chapter 9

_**New chapter of this story is finally up! I'm pleased to say, and you'll be happy to know, I've decided to include a major fight in this chapter between two certain matrix wielding Tennysons. Also, I've decided on what I'm going to do about the Ultimates in both the Infinitrix and the Ultimatrix, so you don't have to worry about that. Now I ask that you calm yourselves you angry adolescents! ONWARD SPACE MONKEYS!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

"Normal Speech"_**  
**__  
'Thoughts'_

_Songs_

**"Yelling"**_**  
**_**  
Alien Database!**

* * *

_**Chance Meeting!**_

* * *

The day of the wedding was drawing ever closer, and today Ben was celebrating by having some company over. Celestia had sent letters to the rest of the Elements of Harmony to let them know about Ben's situation, and they were happy that they still had a chance with Ben. They were also excited to be helping out with the wedding itself. Currently, we find Ben in a bathrobe having just taken a shower before getting ready for the wedding rehearsal.

"I hope Rarity finished my Tux for the wedding. I've gotta look my best for my brides to be!" Ben said to himself.

Ben was a little nervous about getting married at first, but after taking the time to learn more about the princesses he could honestly say that he couldn't wait for the real deal of this wedding. He only wished that his parents could be here to see him get married. Although he was pretty sure if any members of the Plumbers were to attend, Gwen especially, they would crash the wedding just to try and put him in the clink.

"I wish there was some way to see some of my family without worrying about the Plumbers interfering in everything." Ben said to himself.

Suddenly there was a flash of blue light and someone Ben had honestly hoped to never see again had appeared in his bathroom. It was Gwen! But from the looks of it, she was just as surprised as Ben was. Naturally, Ben did the only thing he could do in a situation like this. He screamed.

**"AAAAAAAAAAHHH HA HAAAAA!"**

* * *

_Instrumental Opening_

_BEN 10!_

_He's a kid, and he wants to have fun!_

_But when you need a superhero, he gets the job done!_

_BEN 10!_

_With a device that he wears on his arm,_

_He can change his shape, and save the world from harm!_

_When trouble's taking place,_

_He gets up in its face!_

_BEN 10!_

_When lives are on the line,_

_It's hero time!_

_**BEN 10!**_

* * *

Ben was so surprised that Gwen had teleported into his bathroom that he didn't even remember that he was wearing a bathrobe. So he ended up using the shower curtain to cover himself up.

"What're YOU doing here?! Don't you know that there are places that are off limits to girls?!" Ben asked.

Gwen just stood there and raised an eyebrow at her cousin's behavior. Ben soon realized why she did that, and dropped the curtain as he remembered that he was wearing a robe.

"Wait, what am I doing?" Ben asked himself.

"Ben, is everything okay? I heard-**SWEET CELESTIA!"** yelled Luna as she walked into the bathroom.

She had heard Ben scream, and went to make sure that her husband to be was okay. Afterall, she didn't want any harm to come upon her fiance before they could get married. Imagine her horror when she walks in to find that a girl had walked in on Ben when he had just gotten out of what must've been a most invigorating shower. Fortunately, she could tell that this was a freak accident and not Ben cheating on her and her sister.

The other girl however, looked confused about what was going on. Luna was about to ask what had happened when she saw something on the girl's forearm. She recognized it as the Ultimatrix that Ben had told her and the others about, and instantly knew that this must be the arrogant cousin that Ben was referring to.

"Gwendolyn Tennyson…" Luna said with some venom in her voice.

But then, who can blame her? Gwen pretty much betrayed her cousin by acting the way she did towards him, so Luna had a right to be hostile. Gwen was even more confused than ever. She had managed to lock on to a faint trail of Ben's Mana and teleported to where he was, but the next thing she knew, Gwen was in a bathroom just as what looked like an anthropomorphic alicorn version of her cousin had gotten out of the shower. But Ben was a human, so how could he have changed like that.

"Ben? Is that really you?" Gwen asked.

Ben only nodded at his cousin. He was ready to activate the Infinitrix at a moment's notice, and was right to be ready as three more flashes appeared in the room. The light from those flashes revealed themselves to be Kevin, Max Tennyson, and Verdona. They looked a bit confused as to why they were there, but as soon as they saw Ben it all made sense to them.

"Looks like Paradox got us here just in time." Kevin said.

"Indeed. Now Benjamin, it's time for you to come home to-" Verdona started to say.

However, she was cut off by Ben transforming using the Infinitrix. In a flash of mint green light, he started to turn into a buff humanoid tiger. He had reddish orange fur, black stripes, along with white fur on his hands, feet, underbelly, and lower jaw. He also had a black retractable claw on each wrist.

**"RATH!"**

* * *

**Alien Database Entry**

**Species Name: Appoplexian**

**Given Name: Rath**

**Whether it be for destroying a machine or beating up bad guys, Rath is one of Ben's strongest aliens. As a species, Appoplexians are one of the most anger prone beings in the cosmos. Being anthropomorphic tigers, these guys have sharp claws, teeth, and a powerful roar. They are also strong enough to take down a Tetramand with minimal effort. **

**Unfortunately, for all of this power, Appoplexians are not the smartest or most patient creatures out there. They have a tendency to speak in the third person, and often start their sentences with phrases like 'let me tell you something' followed by the full name or title of whoever it is they're talking to. They also think with their fists, and think that any problem can be solved by hitting something.**

* * *

Once Ben had finished transforming, his arms slumped down and he slouched forward. All those present could plainly see that he was trying to turn into a different alien.

"Let me tell you somethin', new Infinitrix that keeps turnin' me into the wrong thing! YOU KEEP TURNIN' ME INTO THE WRONG THING!" Rath said to the device.

That was when Fluttershy had walked in. She had seen Ben transform, and knew that since his supposed 'family' and 'best friend' were here, he needed to transform. Fluttershy had so far been one of the very few to be able to calm Rath down without getting punched in the process, so she walked over to him and started to rub his back affectionately.

It definitely got a positive reaction out of the Appoplexian, since he started to purr from Fluttershy's touch. Kevin smirked at Rath since he thought this would make excellent blackmail. Verdona however, decided to tease her grandson about his current predicament.

"I didn't know that Appoplexians were capable of purring. Is this what you do with your little girlfriend?" Verdona teased.

The teasing was short lived though. Rath had gripped the elder Anodite by the neck, and brought her face to face with him. Yeah, Rath is in no way happy with his grandmother. If he can even call her that.

**"Let me tell you somethin', Anodite Verdona Tennyson! Rath wasn't purring! It was growling friendly like! AND FOR YOUR INFO, FLUTTERSHY IS NOT RATH'S GIRLFRIEND,"** yelled Rath before he turned to Fluttershy and whispered "Yet."

After Celestia and Luna explained Ben's situation to the rest of the Elements of Harmony, the girls confessed that they did feel something greater than friendship around him. He said that if they wanted to try and pursue a romantic relationship with him later on, he would let them. However, they were starting off at being just friends for now. That's why Rath said that to Fluttershy, and she nodded in understanding. He turned back to Verdona, and resumed his ranting.

**"And if you think that Rath is gonna let you guys come to his wedding tomorrow, YOU'VE GOT ANOTHER THING COMING!"** Rath yelled.

He released Verdona, and walked out to get dressed, and see if Applejack had finished any of the food that was gonna be served at the wedding. He seriously needed a snack to calm his nerves. It only took about two minutes for the full situation to sink in before Gwen realized something important.

**"MY COUSIN'S GETTING MARRIED?!"** Gwen shrieked.

* * *

_**Well, this chapter is done. I'm sorry that it's so short, but next chapter will definitely be longer. Also, there will be a song next chapter so if you have any requests feel free to let me know. I'm currently tied between Binks' Brew, Wild Challenger, and Baka Survivor. If someone can send me the lyrics to those last two, that would be very helpful.**_


	11. Chapter 10

_**Welcome back to Ben 10: Hero of Equestria! The wedding is about to happen! You all were probably wondering how Ben's family is going to react to Ben getting married to Celestia and Luna. Well, you're gonna find out in this chapter, my friends!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"Normal Speech"

_'Thoughts'_

_Songs_

**"Yelling"**

**Alien Database**

* * *

_**Marriage and Songs**_

* * *

"Why in the world are you getting married?! And why didn't you tell me?!" Gwen asked.

Gwen and her entourage were following Ben through the castle of Canterlot, and were surprised by the sheer size of the event that was taking place. But then again, this was a ROYAL wedding, so of course it was gonna be a big event. From the smell of cooking food that they could tell was getting closer, it was safe to assume that they were following Ben to the kitchen.

"Oh, I was gonna tell you." said Ben with a smirk. "AFTER the wedding."

"Ohhh, burn!" Kevin teased.

Gwen paid him no attention. She was too shocked by what her cousin had just told her. Ben was only gonna tell her he was getting married AFTER the wedding?! That was just so unfair! But why would he not wanna tell them about his own wedding? It just didn't sound anything like the Ben Tennyson that Gwen used to know.

Pretty soon they made it to the kitchen where lots of staff members were hard at work preparing food for the wedding. But that's when Gwen and company noticed something off about these humans. Their skin was different shades of colors from the color spectrum, some of them had horns on their heads, and others had wings. They also had horse tails styled and colored to look like the hair on their heads. Wherever they are, it definitely isn't Earth.

Gwen went to speak with Ben, but he wasn't there anymore. She looked around to try and find him, and saw that he was with a blonde, orange skinned girl wearing an apron and a cook's hat. She and Ben were laughing about something, but she didn't know what. Gwen walked closer so she could hear better.

"Careful, Ben. If you eat anymore of them Apple fritters, y'all are gonna pop!" Applejack said.

"Sorry, AJ." said Ben through a mouthful of fritter. "But your cooking is the best I've tasted in all my years!"

"Awww, now y'all are gonna make me blush!" Applejack said bashfully.

She then put some of the Apple Fritters in a paper bag, and gave it to Ben. He thanked her for the to-go order, and started walking off to check on everything else. Gwen followed him, and soon found him holding a baby in his arms! He seemed to be quite affectionate to the little one, and was also standing with a lavender colored girl that was holding a checklist.

"Daddy missed you, Evey! Did you miss daddy?" Ben asked the baby in a bubbly voice.

**"WHAT?!"** Gwen screamed in shock.

Her sudden outburst was enough to make Eve stop her laughter, and start crying. This did not sit well with Ben.

"Now look what you did! You scared Eve!" Ben said with a glare.

Twilight took Eve from Ben, and started gently rocking her to try and calm the crying baby down. Gwen put her hands over her mouth. She honestly hadn't meant to make the baby cry. She was just surprised when Ben called himself the little one's dad.

"You never said anything about having had a kid, Ben." Max said.

He and the others walked over to Ben, wanting to talk to him about this whole royal wedding. They were surely surprised to see and hear that Ben had a kid of his own.

"She's not my daughter by birth. I adopted her, but she is as much a daughter to me as she would've been if she was my birth daughter!" Ben explained.

He didn't want to hang around these guys anymore, so he started walking towards his room in the palace to get changed for the wedding. Before he left, Ben turned to the others to give them some important information.

"You guys are welcome to come to the wedding if you want to. There are some free seats in the second row from the front." Ben said.

He walked off leaving three stunned family members and a certain best friend confused. They didn't understand why Ben was being so cold to them, but it just didn't seem at all like the Ben they knew. Regardless of this, all four of them resolved to attend Ben's wedding, and try to speak with him.

* * *

_*****The Wedding*****_

* * *

Everything was finally ready for the wedding. Guests were seated, decorations were up, and the groom was standing at the altar. Ben was standing in the middle of the altar with Big Macintosh as his best man. Both were dressed in formal tuxedos for the event, but Ben was nervously tugging at the hem of his shirt.

"Nervous?" Mac asked.

"Honestly, I've faced off against galactic tyrants, a horde of microchips, and even an entire alien race bent on destroying all life in the universe and I've never even flinched! But getting married?! That's a whole new ballgame, dude!" Ben said.

Fluttershy's birds suddenly started singing the tune "Here Comes the Bride", and everyone stood at attention for the brides. The doors opened, and Ben saw something that would be burned into his memories for many years to come.

Celestia and Luna were walking down the aisle in elegant wedding dresses. Celestia wore a traditional white wedding gown that flowed behind her just like her hair and tail usually do.

Luna was wearing a dress much like her sister's, but hers was a midnight blue color instead of white. Both of these women looked stunning as they walked up to their chosen husband. Ben gulped, knowing that his life was about to change for the better after this day, and he could tell that he was definitely ready for such a change.

_**(I'm gonna skip the rest of this part because I'm not too good at writing marriage scenes. On to the reception!)**_

The reception was in full swing as everyone was dancing, socializing, and just having fun! Ben knew that it was a good idea to let Pinkie Pie plan the reception, and it was a complete success! But Ben had a special treat for his wives that he wanted to give them, and stepped onto the stage.

"Excuse me? May I have everyone's attention, please?" Ben asked.

He waited a moment for the guests to calm down, and continued with his announcement.

"Uh, first off thank you for coming, and second of all I have a song that I would like to perform for my wives. If Octavia and her band would step up onto the stage to help out, we'll get this started!" Ben said.

He took a seat at the piano that was on the stage, and Octavia's band took up some string instruments. Octavia had her trademark Cello, Parish Nandermane had a violin, Beauty Brass chose a fiddle, and Frederick Horseshoepin had a viola at hand.

Ben tapped his foot a few times to set the beat, and started to play a few bars to the song. It was a jovial party tune, and Luna seemed to recognize it immediately.

"Huh? If this is the song you're playing, we can all sing along!" Luna said.

**"YEAH!"** many of the guests cheered.

As Ben continued to play, Octavia and her group joined in on their respective instruments. They played a few more bars before everyone at the reception began to sing one song in particular that I know you're all familiar with.

_**Chorus: **__Yo hohoho, yo hohoho Yo hohoho, yo hohoho  
Yo hohoho, yo hohoho Yo hohoho, yo hohoho_

_Gather up all of the crew, it's time to ship out Binks' Brew._  
_Sea wind blows, to where, who knows? The waves will be our guide._

_O'er across the ocean's tide. Rays of sunshine far and wide.  
Birds they sing, of cheerful things, in circles passing by._

_Bid farewell to weaver's town, say so long to port renowned.  
Sing a song, it won't be long, before we're casting off._

_Cross the gold and silver seas, a salty spray puts us at ease,  
Day and night, to our delight, the voyage never ends._

_**Chorus: **Gather up all of the crew, it's time to ship out Binks' Brew._

_**Chorus + Twilight and Applejack: **Pirates, we eternally are challenging the sea._

_**Chorus + RD and Pinkie: **With the waves to rest our heads, ship beneath us as our beds,_

_**Chorus: **hoisted high upon the mast, our jolly roger flies.  
Somewhere in the endless sky, stormy winds are blowing by,  
waves are dancing, evening comes, it's time to sound the drums._

_But steady men, and never fear, tomorrow's skies are always clear.  
So pound your feet and clap your hands 'til sunny days return._

_Yo hohoho, yo hohoho Yo hohoho, yo hohoho_  
_Yo hohoho, yo hohoho Yo hohoho, yo hohoho_

_**Ben: **Gather up all of the crew, it's time to ship out Binks' Brew.  
Wave goodbye, but don't you cry, our memories remain._

_Our days are but a passing dream, everlasting though they seem.  
Beneath the moon we'll meet again, the wind's our lullaby._

_**Chorus: **Gather up all of the crew, it's time to ship out Binks' Brew.  
Sing a song, and play along for all the oceans wide._

_After all is said and done, you'll end up a skeleton,  
so spread your tale from dawn 'til dusk upon these foamy seas._

_Yo hohoho, yo hohoho…Yo hohoho, yo hohoho…_  
_Yo hohoho, yo hohoho…Yo hohoho, yo hohoho…_

_Yo hohoho, yo hohoho…Yo hohoho, yo hohoho…_

Ben knew that know that he was married, there would be many new trials ahead in life. But right now, he felt that everything was perfect. Once the song was over, Celestia and Luna tossed the bridal bouquets, and left with Ben for their honeymoon.

* * *

_**Sorry it took so long. I hope you enjoyed it, and here's a list of stories I hope to update before Quest of the Kaminatrix.**_

_**Danny Fenton, Wielder of the Power Watch**_

_**Danny and Evile**_

_**Dan 23**_

_**I hope that you guys can be patient until then. Enjoy this chapter!**_


	12. Chapter 11

_**Now that Ben has gotten married to the princesses, let's see how well he's handling the married life shall we? And we also can't forget that I did promise to show Ben interacting with his family more, so that's gonna happen this chapter. As always, read on, review, and enjoy!**_

_**Disclaimer: I still don't own Ben 10, or MLP FIM!**_

* * *

"Normal Speech"

_"Thoughts"_

_Songs_

**"Yelling"**

**Alien Database**

* * *

It was two in the morning in the small town of Ponyville. Everyone was asleep as they gathered the energy they would need to face the challenges ahead. And in a two story house carved out of a large tree, three grown ups and an infant were resting from such a long day.

Ben Tennyson lay asleep in his bed after the events of the previous day. His wives, Celestia and Luna Tennyson lay asleep snuggled up to him on either side with content smiles on their faces. Nothing could possibly come between the three of them and a full night's sleep. Nothing except a crying baby, of course. Ben groaned as he woke up to take care of Eve, but a pair of white arms wrapped around him and kept him in bed.

"Tia, come on. I need to go check on Eve." Ben said with a big yawn.

"No, Ben. You've been raising Eve by yourself for so long now, and need to rest! I'll take care of her this time." Luna said.

The lunar princess was right about that. Taking care of a baby all on his own was very taking for the young Alicorn prince. And it showed due to the bags under his eyes no doubt from both not enough sleep, and their rather, ahem... Biblical activities the previous night. However, Ben could be quite stubborn when it came to his daughter's well being.

So to counter this, Luna cast a low powered sleeping spell on her husband. It took effect almost instantaneously as Ben closed his eyes and went back to sleep. Luna didn't waste anymore time as Eve's cries for attention grew louder, and went to check on the little one. Life as a family was certainly gonna be interesting for these Alicorns, that's for sure.

* * *

_Opening Instrumental_

_BEN 10!_

_He's a kid, and he wants to have fun,_

_But when you need a superhero, he gets the job done!_

_BEN 10!_

_With a device that he wears on his arm,_

_He can change his shape and save the world from harm!_

_When trouble's taking place,_

_He gets right in its face!_

_BEN 10!_

_When lives are on the line,_

_It's hero time!_

_**BEN 10!**_

* * *

_**Family Life!**_

* * *

The next morning came by pretty quickly for the citizens of Ponyville. The morning rays of the sun shone into the room of Ben Tennyson, causing him to groan at the offending light source. He tried to roll over so he could shield his eyes from the light, but found himself pinned by something. He opened his eyes to see the sleeping face of Celestia. Apparently, she decided to use his chest as a pillow while sleeping last night.

But Ben wasn't complaining. He just smiled, and kissed Celestia on her forehead. She stirred in her sleep but didn't wake up, smiling contently as she dreamed of the brown haired, green eyes children she and Ben would have. Ben honestly didn't want to wake her up, but he could smell Luna cooking breakfast. And if there was one thing Celestia hated more than someone stealing her cake, it's missing breakfast.

"Tia, come on. We gotta get up, or you'll miss breakfast!" Ben said as he gently shook her awake.

The combination of the sun hitting her face, Ben's gentle touch, and the smell of cooking food was enough to awaken the solar alicorn. Celestia's eyes fluttered open, and she saw her husband smiling gently at her. She smiled lovingly at Ben, and leaned up to kiss him on the lips.

"Good morning, Ben. Sleep well?" Celestia asked.

"With you and Luna by my side, I always sleep well!" Ben replied.

Celestia smiled at Ben as they got up to get dressed for the day. They planned to spend the entire day together as a family, and Ben planned to make every second count! Once they were dressed for the day, the two made their way down to the kitchen where they found Luna removing her apron, and Eve in her highchair.

On the table was a big breakfast comprised of freshly made chocolate chip pancakes, diced fruits, scrambled eggs, steaming hot bowls of grits, coffee, and orange juice. Needless to say, both Celestia and Ben were already drooling at the sight of Luna's cooking. It was no secret that Luna was the best cook out of the three of them, and she was darn proud of it! Back at the castle, Luna and her sister may have had personal chefs, but now that she lived in Ponyville she was free to cook for her family on her own.

You see, Luna and Celestia had agreed to move in with Ben in Ponyville so that they could remain together without Ben leaving his friends behind. Now they were living a simpler life with their husband and daughter, and they were very much enjoying the simple life.

"Well what're you guys waiting for, a formal invitation?" Luna asked mockingly. "Dig in!"

Neither Ben, nor Celestia needed any further invitation. They sat at the table, and served themselves generous portions of the food. Ben had also taken the liberty to feed Eve while they were all eating, and Eve giggled cutely at the funny faces her daddy was making for her as he fed her the strained squash and rice.

Ben did this because it always made feeding his daughter easier to do in the past, so it was sure to still work now. When everyone finished eating, Ben took care of the dishes while Celestia changed Eve's diaper and Luna packed up the baby bag. They were getting ready for a family outing which was a nice walk in the park.

As they made their way to Ben's favorite spot in the park, Ben heard something coming from a nearby alley. Ben wasn't sure why, but his instincts were screaming at him to go and investigate. Fortunately, Eve was being pushed in the stroller by Celestia so he didn't need to worry about the safety of his daughter. Ben ran over to the alley, and what he saw when he reached the place made his blood boil to an all time high.

Three men that Ben recognized as members of prince Blueblood's guard were ganging up on a girl that looked to be about his age! He couldn't see her clearly, but he could easily tell that she was afraid of these men. It was obvious what these men were trying to do to her!

**"LEAVE HER ALONE!"** Ben yelled, using the old Royal Canterlot Voice.

He shot a magic bolt at the three men which knocked them out faster than you could blink! With the threat neutralized, Ben ran over to the girl who had collapsed to her knees from the sheer trauma of the event.

"Are you alright?!" Ben asked.

The girl didn't say anything. Instead, she latched onto Ben while sobbing into his chest. She was gripping him like a lifeline, so Ben just wrapped his arms around her to try and offer some form of comfort.

* * *

_**There we go! Done with this chapter! If guest reviewer Omnipotent 18 is reading this, know that Quest of the Kaminatrix will be updated after I update a few more chapters for my story Danny 10 Prime. Review and enjoy!**_


	13. Chapter 12

_**Sorry I stopped so abruptly last chapter, but I have begun to hit a major roadblock with this story! Anyways, here is a new chapter for your enjoyment! We finally get to see just who the girl that Ben saved was! Just don't expect a very long chapter, because like I said I've hit a roadblock with this story.**_

_**Disclaimer: I still don't own Ben 10, or MLP FIM!**_

* * *

"Normal Speech"

_"Thoughts"_

_Songs_

**"Yelling"**

**Alien Database**

* * *

_**A Scarred Sunset!**_

* * *

_**Previously on Ben 10: Hero of Equestria...**_

_**Three men that Ben recognized as members of prince Blueblood's guard were ganging up on a girl that looked to be about his age! He couldn't see her clearly, but he could easily tell that she was afraid of these men. It was obvious what these men were trying to do to her!**_

_**"LEAVE HER ALONE!" Ben yelled, using the old Royal Canterlot Voice.**_

_**He shot a magic bolt at the three men which knocked them out faster than you could blink! With the threat neutralized, Ben ran over to the girl who had collapsed to her knees from the sheer trauma of the event.**_

_**"Are you alright?!" Ben asked.**_

_**The girl didn't say anything. Instead, she latched onto Ben while sobbing into his chest. She was gripping him like a lifeline, so Ben just wrapped his arms around her to try and offer some form of comfort.**_

_**Now...**_

* * *

At Ponyville General Hospital, we find Ben's friends and family gathered in the waiting room waiting on Ben. He had been in that mystery girl's room for quite a while now, and they were getting kinda worried about him.

It turns out that girl that was about to be raped by Blueblood's guards was Celestia's old student, Sunset Shimmer. She had come to Ponyville so she could visit her old teacher when she had been ganged up in by those guards in that alley. Fortunately, Ben had stopped them before they could do... That to her.

Sunset Shimmer was about two years older than Ben was, and she was a Mage. She had amber colored skin with a horn on her forehead that was the same color as her skin. She also had seafoam green eyes, and long, wavy red and yellow hair that reached her waist.

Normally she wore a red and orange skirt, black boots, and a studded black leather jacket over a bright magenta undershirt. But right now, she was in a hospital gown as the doctors and nurses continued to monitor her health.

Now being an older student to princess Celestia, it was no secret that Sunset Shimmer had great magical abilities. But the girl was mentally traumatized from such an event. She woke up screaming for the doctors to go away, and thrashed around uncontrollably. The doctors were about to try and hold her down to administer a sedative, but Ben just used a calming spell on Sunset to help her stop thrashing.

Thankfully it worked, but when Ben tried to talk to her Sunset just held onto him like a lifeline crying her eyes out. It was clear that she was far too distraught to give them much information as to what happened.

Ben came up with a plan to help her, but it would take some discussion with his wives to get it to work out. One thing was certain though, he wasn't gonna leave Sunset Shimmer on her own after such a horrendous experience!

* * *

_**I know, I know, it's not that long, and it's not that exciting. But like I said before, I've hit a roadblock for this story! But right now, I have other stories to write. And I am still accepting alien DNA samples for Ben's Infinitrix, so keep 'em coming!**_


	14. Chapter 13

_**Welcome back to Ben 10: Hero of Equestria! We got some real good stuff happening here because it's going to revolve around one of my personal favorite episodes of Friendship Is Magic; Feeling Pinkie Keen! So I hope you all brought your umbrella hats, because I think Pinkie's tail's a-twitcha twitching!**_

_**Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!**_

* * *

"..." = Talking

_"Italics" = Thinking_

_Italic Underlined = Singing_

**"Bold" = Yelling**

* * *

Ahhh, another beautiful day in Ponyville. Gwen was starting her training in using her Aliens to their full potential. She figured that since she was stuck with the Ultimatrix now, she might as well learn how to use it right. Currently, Gwen was transformed into her Vaxasaurian form. However, hers was different from Ben's.

For one thing, her skin was more of a dark red color with bright red stripes on her arms, legs, tail, and neck. She was also wearing a dark blue animal skin dress, and she had five black backwards facing horns on her head. The Ultimatrix dial was now pink and located in the center of her chest on a light blue cat mark. Even her eyes were now pink.

This was the transformation that Gwen calls Terrasaur, and she was currently in a contest of strength with Kevin. The Osmosian halfling had covered himself in a stone overcoating that helped him lift a huge boulder.

"Remember Kevin, it's imperative that I get these transformations mastered before something goes wrong!" Terrasaur said while lifting a boulder.

Kevin was in the process of lifting a very heavy boulder when something caught his eye. This caused his concentration to slip, and he ended up dropping the boulder on his foot. Fortunately, it didn't hurt near as badly as it should've due to the stone overcoating. But Gwen was not happy about this slip up.

"Kevin, come on! You need to stay focused, or this is never gonna work!" Terrasaur said, turning back into Gwen.

"I can't help it! Look!" Kevin said.

Gwen followed her boyfriend's line of sight to see the strangest of sights. Pinkie Pie was hiding under various objects while looking up at the sky. It was almost like she thought something was going to fall from the sky. She had just somehow hidden under a rock before running off again. Gwen just scoffed at the pink girl's behavior.

"Don't mind her, Kevin. She's just being Pinkie Pie." Gwen said.

"Super, extra Pinkie Pie today." Kevin added.

Pinkie started scurrying across the ground as she seemed to be trying to avoid an invisible enemy. However, her scurrying was put to a halt when her tail started twitching like mad. She held it up to her face as if she were observing the readings of a richter scale.

"Hmmm… Twitchy-twitchy-twitch-a-twitch!" Pinkie said to herself.

"Pinkie Pie, what are you doing?" Gwen asked.

Pinkie looked at Gwen before shoving her tail into the Ultimatrix user's face.

"It's my tail! It's my tail! It's a-twitch a-twitching! You know what that means!" Pinkie said.

Gwen looked at Pinkie incredulously before removing Pinkie's tail from her face. There were times where Gwen questioned if the pink skinned girl was in perfect mental health or not. Maybe it was just a really, really severe case of ADHD.

"Actually, I haven't the foggiest idea." Gwen said.

"Whenever my tail starts twitching it means that something is gonna fall from the sky!" Pinkie explained. "You two better duck and cover!"

Gwen sputtered a bit, before she laughed off Pinkie's warning.

"Oh, Pinkie! That's the silliest thing I've ever heard!" Gwen laughed. "There's not a cloud in the-GAH!"

As Gwen was talking, a frog suddenly fell from the sky and landed on her face. The frog was unharmed, and smiling as if nothing had happened. The frog let out a ribbit which Pinkie somehow understood the meaning to it.

"He just said "nice catch" in frog." Pinkie said.

Gwen didn't really pay attention to the frog or Pinkie. She was too busy being grossed out from this.

* * *

_**AAAAUUUUGH! I JUST CAN'T WRITE A CHAPTER OF DECENT LENGTH FOR THIS STORY ANYMORE! I'm sorry, everyone. But I've gotta watch this episode again so I can write the rest of this adventure for you guys to enjoy. But here are a couple of stories that I plan to update next.**_

_**My Little Pony Friendship Is Omni**_

_**Ben 10, Ben's Quest of the Kaminatrix**_

_**Ben 10 Beast Wars**_

_**Teen Titans Omniverse**_

_**I hope I at least get a few reviews for this chapter even though it's so short.**_


	15. Chapter 14

_**HALLELUJAH! I'M NOT DEAD! This chapter is centered around Gwen trying to figure out the Pinkie Sense. I hope you guys enjoy it! Oh, and if guest reviewer Omnipotent 18 is reading this, your request for a Ben 10/Manyū Hiken-chō crossover is still a work in progress. I don't know when I'll be able to post it.**_

_**Disclaimer: I still don't own Ben 10, or MLP FIM!**_

* * *

"..." = Talking

_"Italics" = Thinking_

_Italic Underlined = Singing_

**"Bold" = Yelling**

* * *

_**Discovering the Pinkie Sense! (Featuring Gwendolyn Tennyson)**_

* * *

Much later that day, after a series of strange happenings, Gwen was now observing Pinkie Pie from a nearby bush. With her was a notepad with a pencil, a safari hat, and a pair of binoculars. Her mission objective? To observe the rare species, Pinkius Pieicus, in its natural habitat. Oh who am I kidding, she just wants to figure out how the Pinkie Sense really works!

And she intended to find out how it worked, one way or another! But of course, Gwen had to be discreet about it. She didn't want to give herself away and ruin her research. After all, Pinkie is unpredictable enough as it is!

Pinkie seemed none the wiser about Gwen's presence as she rolled around in the grass, giggling like mad. She wasn't even paying attention when Kevin walked up to the bush that Gwen was hiding in.

"Gwen," said Kevin. "What're you... WHOA!"

Kevin was abruptly dragged into the bush that Gwen was hiding in, and the girl shushed her boyfriend for nearly blowing her cover like that.

"Quiet, Kevin! You'll blow my cover!" Gwen hushed. "I'm currently researching the rare specimen, Pinkius Pieicus, in her natural habitat."

"Pinkius... What now?" Kevin asked.

Gwen shushed Kevin again when she saw that Pinkie was now moving to a different part of Ponyville. Gwen and Kevin narrowed their eyes as they picked up their bush, and began to follow the pink skinned girl.

"C'mon, Kevin! Pinkius Pieicus is on the move!" Gwen ordered.

Pretty soon, the two of them came across the school playground. Now however, she was just scratching the back of her ear like a dog would. Gwen and Kevin set down their disguise, and resumed their observation. Of course, Gwen forced Kevin to be the one to take notes. Pinkie suddenly perked up, and began scratching her nose.

"Itchy nose..." Gwen muttered.

Once Pinkie's itch was gone, she immediately looked to the skies, and ducked for cover! This made no sense to Gwen and Kevin, since it seemed like the girl was thinking that something was gonna fall out of the sky. But doesn't a twitchy tail usually mean that?

"Ah-ha! See that, Kevin? She's acting like something's gonna fall from the sky! But a twitchy tail means that, NOT an itchy nose!" Gwen said smugly. "And that makes no sense!"

Unfortunately, Gwen seemed to not realize that an itchy nose means that a swarm of angry bees is heading your way. And that's just what happened here! And it would seem that the swarm has spotted Gwen and Kevin's spying bush, and flew right towards it! Neither of them noticed this until... Oop! Too late.

**"OW! OW! OW! HAVE MERCY DERANGED INSECTS FROM THE NETHER WORLD!"** Gwen screamed in pain.

**"YEOWCH! OW! PAIN AND HURT!" **Kevin yelped.

* * *

_*****Later That Same Day*****_

* * *

Gwen and Kevin had followed Pinkie to Sweet Apple Acres, and were now covered in Band-Aids. They narrowly avoided being stung by those bees any more than they already had been, and let's just say they won't be eating honey for a month after this little experience. Currently, Gwen was watching through the binoculars while Kevin took notes.

"What's she doing now?" Kevin asked.

"Smelling a flower." Gwen replied.

"Holy guacamole!" Kevin yelped, writing that down. "I wonder what that means?"

"Probably that the flower smells good." Gwen replied. "WAIT! I'm getting something!"

Gwen continued to look through her binoculars as Pinkie Pie went through one of the combos of her Pinkie Sense.

"Ear flop, eye flutter, knee twitch..." Gwen mumbled.

Kevin looked at his notes to see what that combo meant, and instantly grew fearful.

"Hold on, isn't that the combo that means watch out for opening doors?" Kevin asked.

The Osmosian halfling yelped, and ran behind a nearby barrel to hide from the crazy senses of the pink colored party girl. Gwen, still not believing the Pinkie Sense is real, just laughed at her boyfriend's behavior. This was just plain ridiculous to her.

"You really believe in this, don't you?" Gwen asked. "Look, I'm about to prove to you that this is all in your head!"

To prove her point, Gwen leaned up against the door to the Apple Family's barn. When it didn't randomly swing open and flatten her, the half Anodite girl continued her little rant about logic.

"See? Nothing happened. This whole thing about mysterious twitches that predict the future is just a load of hooe-**EEEEYAAAAAAAHHHH!"**

As Gwen walked away from the barn, she failed to notice the cellar door that opened up in front of her. Since she wasn't paying attention, Gwen ended up tumbling down the stairs and receiving various painful injuries. Finally, she landed at the bottom where Applejack was organizing the apple products.

"Gwen! Y'all came ta visit mah new Apple cellar. How nice!" Applejack said. "Gwen? You okay...? Uh... Gwen?"

* * *

_*****Later (Again)*****_

* * *

Gwen's eyes were narrowed in anger as she resumed her observations of Pinkie Pie in the park. Only this time, she was confined to a wheelchair with both arms and her right leg broken. The binoculars were still held firmly in her hands, but her arms were now attached to a pulley system to lift them up.

"Uh, here. Let me get that for you." Kevin offered.

He walked behind Gwen's chair, and worked a lever to raise Gwen's arms up. Once they were at eye level, Gwen looked through the binoculars in her hands.

"Alright... Take this down." Gwen ordered.

While Pinkie was laying down in a patch of clover, her tail started twitching violently as her Pinkie Sense once again was set off.

"Twitchy tail..." Gwen muttered.

"Twitchy tail?" Kevin asked before gasping. **"TWITCHY TAIL!"**

In his panic, Kevin ended up letting go of the lever that kept Gwen's arms raised. This in turn ended up making her arms fall and hit the edge of the park bench they were hiding behind. Gwen almost yelped in pain, but didn't linger on that.

"Quiet, Kevin! You're gonna blow our cover!" Gwen whispered.

But Kevin wasn't listening. He was too busy panicking about the twitchy tail setting off an alarm for one thing, and one thing only.

**"Something's gonna fall! Something's gonna fall! RUN FOR YOUR LIVES! EVERY MAN FOR HIMSELF!"** Kevin screamed as he ran away like a bat outta hell.

"Oh, come on Kevin! I told you that this Pinkie Sense thing is a total load of-OOF!"

Gwen didn't get to finish as a flower pot landed on her head. Followed by an anvil, then a fully loaded hay cart, and finally a piano. The camera pans up to see that this incident was caused by two pegasi who were trying to move some stuff.

They put their hands behind their backs with sheepish smiles on their faces as their boss glared at them. Miraculously, Gwen survived even that!

* * *

_**I know it isn't much, but know that next time shows the encounter with the hydra along with Gwen gaining control of an Ultimate Form. I'm not gonna say which one, though. And forgive me for this, but I'm in a bit of a Zoids phase right now. However, my next update will probably be my story called Twilight's Brew.**_


	16. Chapter 15

**_Previously, on Ben 10: Hero of Equestria..._**

* * *

**_"Oh, come on Kevin! I told you that this Pinkie Sense thing is a total load of-OOF!"_**

**_Gwen didn't get to finish as a flower pot landed on her head. Followed by an anvil, then a fully loaded hay cart, and finally a piano. The camera pans up to see that this incident was caused by two pegasi who were trying to move some stuff._**

**_They put their hands behind their backs with sheepish smiles on their faces as their boss glared at them. Miraculously, Gwen survived even that!_**

* * *

**_Disclaimer: I still don't own Ben 10, or My Little Pony Friendship Is Magic!_**

* * *

"Humungousaur!" = Talking

_"Terrasaur!" = Thinking_

_Ultimate Humungousaur! = Singing_

**"Ultimate Terrasaur!" = Yelling**

* * *

_*****Later*****_

* * *

Pinkie was just filing her nails after she was done rolling around in a patch of clover. Hey, just because she's not a prissy girl like Rarity doesn't mean she has bad hygiene! She is a girl, after all. But she also was thinking about a certain mint green colored Alicorn Prince. That's right, she's thinking about Ben Tennyson.

Like the rest of her friends, she too had started to develop feelings for the Alicorn. But she knew that he was also a married man, and to two princesses to boot! What would he possibly see in an ordinary Earthian like her, even if he needs to revive the near extinct Alicorn race. She was broken from her thoughts when a familiar orange cowgirl walked up to her with a basket of apples on her shoulder.

"Hiya, Applejack!" Pinkie greeted. "Whatcha up to?"

"Hey, Pinkie Pie! Just taking the last of these apples to my new apple cellar. What about you?"

"Oh, just letting Gwen and Kevin follow me around all day while I pretend to not notice."

"You KNEW?" asked a bruised and battered Gwen Tennyson. "Why didn't you say anything?!"

"Duh! Then it wouldn't be a secret anymore, silly!" Pinkie replied like it was the most obvious thing in the world.

Gwen really didn't like being messed with like this, and her eyebrow began twitching violently. She also began to growl a bit like a rabid animal, and foamed slightly at the mouth. Kevin walked out from behind his girlfriend, being cautious of the pink girl.

"Tail... Still twitching?" Kevin asked nervously.

"All done! Clear skies from here on out, as far as I can tell." Pinkie replied. "UB-UB-UB-UB-UB-UB-UB-UB!"

Suddenly, Pinkie began to shudder like there was no tomorrow! This set off major alarm bells in everyone. More so than usual when it comes to the pink girl. And Kevin grew worried that this particular part of the Pinkie Sense was a warning that it was the end of all life as we know it!

"Oh no, what does THAT one mean?!" Kevin asked.

"Don't know. I've never gotten anything like it before! But whatever that shuddering's about, it's a real doozy!" Pinkie said in worry. "UB-UB-UB-UB-UB-UB-UB-UB! And it's gonna happen... At Froggy Bottom Bog!"

"That's where Fluttershy is! Come on!" Applejack ordered.

"Oh, please! All we really know is that Pinkie Pie got a case of the shudders. There's no way that could mean anything other than air temperature." Gwen said.

But no one listened to the red head's rambling. They just ran off after Applejack to the Everfree Forest, and Kevin followed. When Gwen looked up, her eyes narrowed in annoyance before she too began to give chase. Only one thing was on the Anodite halflings mind.

_"I'm gonna prove the Pinkie Sense isn't real, one way or another!"_

And with that, the group made their way into the Everfree Forest intent on saving Fluttershy from whatever this "doozy" Pinkie was predicting is. But they were completely unaware of a certain Alicorn Prince and his family watching from afar.

"Are you certain that they can handle this without your help, Ben?" Luna asked.

"Trust me, Luna. This is really the only way for Gwen to gain any control of her Ultimate forms." Ben said. "If I interfere, she'll never learn how to use the Ultimatrix to its full potential."

Evening Tides tilted her head to the side, confused by what her daddy was talking about. True, she didn't understand a word the grown ups were saying, but she still got confused when big words were involved. So in the end she settled on just playing with her toes.

Celestia smiled at her adopted daughter as she played. It amazed her how the simplest of things were able to entertain such young minds. But then again, they were all like that at some point in their lives. She remembered from an old baby picture that her mother took that Luna used to put her toes in her mouth all the time as a baby. It was still perfect blackmail even after all these years.

"Tia, you're not thinking about blackmailing your little sister again, are you?" Ben asked in a teasing manner.

Celestia blushed at being red so easily. If anyone could read her like an open book, it's her husband. And that just embarrassed her to no end!

"Hello, your majesties."

The Alicorn family looked over to see Sunset Shimmer timidly walking to them. Held in her shaking hands was what looked to be a recently opened letter of some kind, and Sunset looked to be a bit pale.

Curious about the contents of the letter, Ben took it from Sunset using his rainbow colored magic. He looked at who the sender was, and his eyes narrowed at the name written on the scroll.

_"Blueblood..."_

Ben unrolled the scroll, and began to read over the contents of the letter. As he continued to read, his eyes narrowed dangerously and a low growl escaped his throat. He stood up, used his magic to burn the letter, and turned to his wives.

"Celestia, Luna, get ready for an emergency trip to Canterlot." Ben ordered. "I've got business with a certain pathetic prince to attend to."

* * *

_*****On the way to Froggy Bottom Bog*****_

* * *

Our group of youngsters was cautiously making their way through the Everfree Forest in search of the bog. Occasionally, Pinkie would actually shudder as her Pinkie Sense led them closer to the doozy. But Gwen still wasn't convinced that this thing was even real.

"Cold?" Gwen asked mockingly. "Need a jacket?"

"Oh, no thanks. I'm fine." Pinkie answered before shuddering again.

"Hey, Applejack? What do you think could've happened to Fluttershy anyway?" Kevin asked.

"I don't know, Kevin." Applejack replied. "And to be perfectly honest, I'm trying NOT to think about the possibilities."

"Me neither!" Kevin said before he started worrying again. "But... I'm thinking about it anyway. Like... What if... She exploded?"

"Just exploded? For no reason?" AJ asked.

"Yeah! Like... BOOM!"

"Whoa...!" Pinkie said.

"Yeah, I know." Kevin replied.

"Or what if she exploded, and then exploded AGAIN?!" Pinkie hypothesized.

That really creeped Kevin out. But he was still too concerned for someone else's well being to care.

"Can you do that?! Can you explode twice?!" Kevin asked.

"Of course not." Applejack answered in a deadpan voice.

"Well, what if she exploded, and then exploded again, and then-"

Kevin was cut off from his rambling when Gwen slapped him upside the head. She had obviously had enough of the redonculous ideas that sprung up about this so called "Doozy" of Pinkie's, and wanted them to stop all of this worrying.

"Oh will you guys knock it off! It's obvious that nothing is going to happen because of some magic senses that can somehow predict the future! So can we please just focus?!" Gwen said/asked.

Oh, if only she were to know where this was going to go. Because the events that'll take place next chapter will make the Ultimatrix wielding Anodite halfling eat her words!

* * *

_**Okay, now I'm gonna get started on the next chapter of Ghoul of Flames, but I wanna update Ben 10: New Century Zero first. But I've also got another idea up in here. Anyways, I promise that next chapter will be the end of the Pinkie Sense!**_


	17. Chapter 16

_**Disclaimer: I still don't own Ben 10, or MLP FIM!**_

* * *

_**Meeting the Snobbish Prince!**_

* * *

In a sky chariot headed for the regal city of Canterlot, Ben and his wives were on their way to meet with Celestia's nephew about the atrocities that nearly befell Sunset Shimmer. Ben was surely tempted to just activate the Infinitrix and go all Swampfire on that snobbish prince! Especially as he reread the letter that was sent to him earlier that day.

_**Dearest Auntie Celestia,**_

_**It has come to my attention that three of my finest guards have recently been assaulted by your "husband", Ben Tennyson. Therefore, I respectfully **__**demand**_ _**request that he be punished for his brutish actions. I will be awaiting your arrival in Canterlot later today to speak with you on this matter.**_

_**Your Nephew, Prince Blueblood.**_

Needless to say, Ben is upset. He defended Sunset and prevented her from being raped, and this guy has the nerve to say he assaulted the guards?! HOW STUCK UP AND ARROGANT CAN YOU BE?!

Luna and Celestia could easily sense the anger radiating from their shared husband, and they were seriously glad they left Eve in Twilight and Sunset's care until they got back. All of this anger would have scarred her for life.

"Ben, please try to calm down." Luna requested. "We understand that you're angry with Blueblood. We are too. But you have to keep that anger in check so that we can get him, or at least his guards, incarcerated for their inexcusable actions!"

"How do you expect me to stay calm when this guy is practically ordering you two around like he's a king or something?" Ben asked. "How is he even a member of the Royal Family in the first place?!"

"He's a very distant relative on my side of the family." Celestia replied, sounding tired and ashamed. "He was never meant to be a real prince, but his parents pushed for it due to having some of the highest social status in Canterlot."

Understanding what she meant and how she felt about the whole situation, Ben just put a comforting arm around her. He knew exactly what Celestia was trying to say. This was Blueblood trying to gain more power through the use of lies and deceit. Something that Ben would simply NOT tolerate!

It took about another fifteen minutes to arrive in Canterlot, but they made it there without incident. Once there, the Prince and Princesses were received by two of Ben's most trusted guards. One of them was a man who was about as tall as Applejack's brother, Big Macintosh. He had brown colored skin, spiky black hair and a shorter tail, and a pair of wings on his back to show that he was a pegasus. His mark was a spear overlapping a spartan shield, and he wore the trademark golden armor of the Canterlot Royal Guard.

The other was a woman, which was quite rare in the Royal Guard. Not because they thought women were weak, but because not a lot of women chose to become guards.

She was a mint green colored unicorn with white hair that went past her shoulders and a tail of the same color, golden yellow eyes, and her mark was a golden lyre. She was actually a good friend of Ben's back in Ponyville, and was selected specifically for this mission due to being good at keeping the peace.

"Spartan Spear, Lyra, good to see that you both could make it." Ben said.

"We wouldn't miss this for the world, Ben!" Lyra replied. "It's about time someone put that snob and those guards of his in their place!"

"Honestly, Lyra, I know that nobody really likes that Blueblood character, but what'd his guards ever do to you?" Spartan asked.

"One of his guards tried to grope me, and got my handprint on his face in return." she replied with a deadpan expression.

"Ah…" Spartan said in realization.

This just cemented Ben's overall opinion of Blueblood and his cronies. No one tries anything even remotely perverted to his friends and gets away with it! Not so long as HE'S breathing!

"Come on. The sooner we meet with Blueblood, the sooner I can give him a piece of my mind!" Ben said.

The others nodded in agreement, and the two guards escorted their rulers to the palace where Blueblood was awaiting them. It didn't take long to get there, and they ended up in a large meeting room with a round table in the middle of it. The room was once used to plan strategies for past wars, but after fifteen hundred years of peace had been converted into a room for diplomatic meetings.

That was when our hero got his first glimpse of this Blueblood guy. He looked to be about as old as he was, and he could actually see a slight resemblance between this guy and Celestia. He had the same alabaster white skin as her, but his hair and tail were a golden blonde color and were well kept. He was wearing a bright red petticoat, black pants, and white gloves. His build was a bit less masculine than Big Mac's, and his eyes were a sapphire blue color.

All in all, this guy looked like some sort of Prince Charming from a girl's fantasy. But for some reason, the dude's aura didn't radiate arrogance. Instead, he seemed relatively calm and peaceful despite what this meeting was about.

"Ah, auntie's Celestia and Luna. I apologize for calling you here on such short notice." Blueblood greeted. "And you must be this Ben Tennyson that my guards told me about. A pleasure to make your acquaintance."

Not trusting himself to not verbally assault the guy, Ben just nodded in greeting. The three sat down, Celestia and Luna being just a bit wary of their distant Nephew's new behavior. It freaked them out just a tad bit more than it should have, and they were normally very calm and collected.

"I have recently been informed by a few of my guards that mister Tennyson ruthlessly assaulted them when trying to apprehend a criminal. Care to explain?" Blueblood asked.

"Well, it appears as though your guards lied to you. For you see, the "criminal", as they put it, was actually an innocent girl that they were attempting to use for their own sick pleasures! Surely you remember your aunt Celestia's former student. Sunset Shimmer? I merely acted to prevent that her from experiencing a fate worse than death!" Ben explained.

Now they saw a serious reaction from this strange prince. His eyes widened in horror at the revelation of what his three, finest guards had attempted to do. And then those three tried to pin the blame on his uncle-in-law! His horror soon turned to anger as quick as Rainbow Dash can clear the sky.

"**THOSE THREE FOOLISH- HAVE THEY NO SENSE OF DECENCY?!"** Blueblood screamed in outrage.

This really threw the two sisters for a loop. As far as they knew, Blueblood NEVER lost his temper with anyone! Not even on his worst days. Seeing the surprised looks on his aunt's faces, Blueblood sighed and got himself under control.

"I apologize for my outburst. Rest assured, those guards will be dealt with accordingly and appropriately." Blueblood said. "I also would like to apologize for my overall attitude in regards to how I acted towards everyone. I was just so tired of all the girls treating me like some kind of fairytale prince and never getting to know me personally. So I used my previous actions as a means to keep them away from me."

Well that certainly explains a lot. But smiles soon found their way to our three royal's faces. It looks like Blueblood really was trying to change, and this was a big step in the right direction.

"Thank you, Blueblood. It's nice to know that not everyone in Canterlot is so stuck up and snooty!" Ben said jokingly.

"Ha ha, very funny." Blueblood replied sarcastically. Though he knew that Ben was joking.

Although, Celestia and Luna seemed to be a little bit pale, but not in a sick way. And for some reason, Ben felt like he was gonna feel great about the news.

* * *

_**Hope you guys enjoy this chapter, and find the plot twist to be interesting! Now, I've gotta get to work on some of my other stories, if'n ya don't mind.**_

_**Update list**_

_**Master of M'arrillians**_

_**Random Crossovers with Chaotic**_

_**Padawan of the UnderWorld**_

_**Random Crossovers with Chaotic**_

_**Ahsoka Sings**_


	18. HIATUS NOTICE!

_**HIATUS NOTICE**_

* * *

_**I AM TERRIBLY SORRY, EVERYONE, BUT MY INSPIRATION FOR THIS STORY HAS HIT A MASSIVE WALL! I DON'T THINK THAT I'LL BE ABLE TO WRITE A DECENT CHAPTER ANY TIME SOON.**_

_**BUT DESPAIR NOT, READERS. THIS STORY HAS NOT BEEN ABANDONED! I JUST NEED TO TAKE A BREAK FROM IT IS ALL.**_

_**ONCE AGAIN, I AM EXTREMELY SORRY FOR THIS. AND HERE'S A LIST OF STORIES I'M GOING TO UPDATE NEXT.**_

* * *

_**ROSARIO GX**_

_**BEN TENNYSON THE GHOUL OF FLAMES**_

_**STAR WARS: DUELIST KINGDOM SAGA**_

* * *

_**ONCE AGAIN, THIS STORY HAS NOT BEEN ABANDONED, IT IS ONLY ON HIATUS!**_


	19. Filler Chapter

_**Sorry this took so long, but I'm running on empty for this story and may need to rewrite it to make it flow better. Anyway, this is just a little filler chapter to tide you all over.**_

_***Still own none of this!***_

* * *

_**Filler Chapter**_

* * *

After their rather impromptu meeting with Blueblood, Ben decided to take a walk around Canterlot while Celestia handled some royal duties with the Day Court and Luna watched over Eve for a little while. It was a little difficult to take a leisurely stroll through this particular town.

Being royalty had this kind of disadvantage. He could barely walk to Donut Joe's shop without being swarmed by reporters and the like. Even flying did little to get them to leave him alone!

Ben groaned as he sat at his usual table at the shop. It was a slow day, so Ben wouldn't have to worry about any reporters pouncing on him for interviews and such.

"Long day there, Ben?" Joe asked.

He placed Ben's usual order, a glazed donut and a cup of coffee, on the table while Ben payed the required amount of Bits.

"You have no idea." Ben replied tiredly.

"Aw, come on now, Ben. These folks ain't so bad once you get to know them." Joe said in an attempt to lighten the mood.

"I doubt that." Ben said. "But I am glad that I beat rush our."

And by beat the rush hour, I mean that Ben was literally the only other person in the shop! It's like a ghost town in there! And Joe knew just how bad things were going at this rate.

"Hate to break it to ya, Ben, but this IS the rush hour. I haven't had a customer in weeks until you came along!" Joe explained.

"But why is that? I mean your donut shop is the most popular hangout in Canterlot." Ben observed.

"It's because of that new donut shop that opened across from mine! They just showed up outta the blue and I started losing customers faster than I could sell donuts!" Joe explained.

Ben took a look out the window and saw that Joe was right. There really IS a new donut shop in town! It looked a lot like one of those cheesy places that always relied on cheap tricks to attract customers. Nothing but smoke and mirrors.

But what he failed to understand was why everyone would want to go to the new donut shop when Donut Joe's shop is much nicer and more family oriented. Ben heard Joe sigh and drop his head on the counter.

"I tell ya, Ben, if I don't get any more customers soon I'm gonna go out of business! Then I'll have to move out of Canterlot and find a new place to live." Joe sighed.

Ben looked appalled by that news. He didn't want one of his best friends to be forced to leave his home, and he most certainly doesn't want to lose his favorite donut shop!

"_There must be something I can do for Joe, but what?"_ Ben thought to himself.

He sat as his table just pondering what he should do. If only Pinkie Pie were here. She'd be able to come up with some kind of wacky idea that could both save this shop and ensue a lot of laughter. Laughter and a good donut. THAT is some of the best medicine around.

...A proverbial lightbulb lit up over Ben's head.

"THAT'S IT!" Ben suddenly cried out.

"What's it?!" asked a startled Joe.

"What if you moved to Ponyville and made a partnership with Mister and Misses Cake? You could make a joint shop with them and be able to sell your donuts to the people of Ponyville while still doing what you love! And as the Prince of Equestria and a frequent customer of yours, I can put in a good word for you with the cakes." Ben suggested.

Joe placed a hand on his chin. The idea seemed sound. And he would get to hand out in the town his number one customer lives in. All in all, it seems like a pretty good deal.

"I think that's one of the best ideas you've had in a long while, Ben. I'll do it!" Joe said.

"Great! I'll go talk to Celestia and Luna and see if we can't get some of Canterlot's best movers to help you transfer the heavier equipment to Ponyville. Meanwhile, you send a letter to the Cake Family and tell them about my idea." Ben instructed.

Joe saluted and went to his back office to do just that.

While Joe did that, Ben took a sip of his morning coffee and thought about how he was gonna break this news to his wives.

"_Although I'm pretty sure Tia won't mind either way. She loves Joe's donuts, and won't have to fly so far to get a box of them while in Ponyville anymore."_

* * *

_***To Be Continued…***_

* * *

_**Again, this is just a small filler chapter. I don't know if I'll be able to continue this story after this chapter, but we'll see. Hope you guys enjoy it.**_


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